<PAGE> 1
As filed with the Securities and Exchange Commission on September 29, 1997.
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
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
NEW YORK, NEW YORK 10106
(212) 649-2000
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
DEAN H. BLYTHE
SENIOR VICE PRESIDENT-CORPORATE DEVELOPMENT,
SECRETARY AND GENERAL COUNSEL
HEARST-ARGYLE TELEVISION, INC.
888 SEVENTH AVENUE
NEW YORK, NEW YORK 10106
(212) 649-2000
(Name, address, including zip code, and
telephone number, including area code, of
agent for service)
With copies to:
STEVEN A. HOBBS, ESQ.
Rogers & Wells
200 Park Avenue
New York, New York 10166-0153
(212) 878-8000
STUART A. SHELDON, ESQ.
Dow, Lohnes & Albertson, PLLC
1200 New Hampshire Avenue N.W.,
Suite 800
Washington, D.C. 20036-6802
(202) 776-2000
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effectiveness of this Registration Statement.
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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Title of each class of securities Proposed maximum Proposed maximum Amount of registration
to be registered Amount to be registered offering price per unit(1) aggregate offering fee
price(1)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities $500,000,000 (2)(3) 100% $500,000,000 $151,515
- ----------------------------------------------------------------------------------------------------------------------------------
Series A Common Stock, 11,500,000 shares (4) $29.625 $340,687,500 $103,239
$.01 par value per share
==================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) Or, if any Debt Securities are issued at an original issue discount, such
greater amount as shall result in an aggregate public purchase price for
all Debt Securities of $500,000,000 or the equivalent thereof in foreign
denominated currencies or composite currencies.
(3) In United States dollars or the equivalent thereof in foreign denominated
currencies or composite currencies.
(4) Includes 1,500,000 shares issuable upon exercise of an overallotment option
which may be granted to underwriters.
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> 2
SUBJECT TO COMPLETION, DATED SEPTEMBER 29, 1997
PROSPECTUS
HEARST-ARGYLE TELEVISION, INC.
$500,000,000
DEBT SECURITIES
--------------------
10,000,000 SHARES
SERIES A COMMON STOCK
--------------------
Hearst-Argyle Television, Inc., a Delaware corporation (the "Company"), may
issue, from time to time, together or separately, (i) up to an initial aggregate
offering price or purchase price of $500,000,000 (or the equivalent thereof if
any of the Debt Securities are denominated in a foreign currency or composite
currency such as the European Currency Unit ("ECU")) of its unsecured debt
securities ("Debt Securities"), in one or more series, consisting of debentures,
notes or other evidences of indebtedness and having such prices and terms as are
determined at the time of sale and (ii) shares of Series A Common Stock, par
value $.01 per share ("Series A Common Stock"). The Debt Securities and the
Series A Common Stock are collectively referred to herein as "Securities." The
Securities may be issued as units and in any combination.
Specific terms of the Securities ("Offered Securities") in respect of which this
Prospectus is being delivered will be set forth in an applicable Prospectus
Supplement ("Prospectus Supplement"), together with the terms of the offering of
the Offered Securities and the initial price and net proceeds to the Company
from the sale thereof. The Prospectus Supplement will set forth with regard to
the particular Offered Securities, without limitation, the following: (i) in the
case of Debt Securities, the specific designation, aggregate principal amount,
purchase price, authorized denomination, maturity, rate or rates of interest (or
method of calculation thereof) and dates for payment thereof, dates from which
interest shall accrue, any exchangeability, conversion, redemption, prepayment
or sinking fund provisions, the currency or currencies or currency unit or
currency units in which principal, premium, if any, or interest, if any, is
payable, and any listing on a national securities exchange; and (ii) in the case
of the Series A Common Stock, the number of shares of Series A Common Stock and
the terms of the offering and sale thereof and any listing on a national
securities exchange. The Series A Common Stock is quoted on the Nasdaq National
Market. The Company contemplates making an application for the quotation of any
additional issuances of Series A Common Stock on the Nasdaq National Market or
on any other national securities exchange on which the Series A Common Stock may
then be listed.
--------------------
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.
--------------------
The Securities may be sold by the Company directly to purchasers, through agents
designated from time to time, or to or through underwriters or dealers. If
underwriters or agents are involved in the offering of Securities, the names of
the underwriters or agents will be set forth in the Prospectus Supplement. If an
underwriter, agent or dealer is involved in the offering of any Securities, the
underwriter's discount, agent's commission or dealer's purchase price will be
set forth in, or may be calculated from the information set forth in, the
Prospectus Supplement, and the net proceeds to the Company from such offering
will be the public offering price of the Securities less such discount, in the
case of an offering through an underwriter, or the purchase price of the
Securities less such commission, in the case of an offering through an agent,
and less, in each case, the other expenses of the Company associated with the
issuance and distribution of the Securities. See "Plan of Distribution."
<PAGE> 3
--------------------
Prior to issuance there will have been no market for the Debt
Securities, and there can be no assurance that a secondary market for any such
Debt Securities will develop. This Prospectus may not be used to consummate
sales of any Offered Securities unless accompanied by a Prospectus Supplement.
--------------------
The date of this Prospectus is October ___, 1997.
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.
<PAGE> 4
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE OFFERED
SECURITIES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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. The Series A Common Stock is listed
on the Nasdaq National Market. 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, DC 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 4, 1997; (vii) Current Report on Form 8-K dated August 29,
1997, filed on September 15, 1997, as amended by Current Report on Form 8-K/A
dated August 29, 1997, filed on September 26, 1997; and (viii) 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-
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<PAGE> 5
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.
This Prospectus may not be used to consummate sales of Offered
Securities unless accompanied by a Prospectus Supplement. The delivery of this
Prospectus together with a Prospectus Supplement relating to particular Offered
Securities in any jurisdiction shall not constitute an offer in the jurisdiction
of any other securities covered by this Prospectus.
3
<PAGE> 6
THE COMPANY
The Company owns or manages 15 television stations reaching
approximately 11.5% 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. ("Argyle"), the Company is the successor to the combined
operations of Argyle and the television broadcast group of The Hearst
Corporation ("Hearst") pursuant to a merger transaction that was consummated on
August 29, 1997 (the "Merger"). 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 Federal Communications Commission ("FCC") regulations, the Company must
divest two of its television stations (WNAC in Providence, Rhode Island; and
WDTN-TV in Dayton, Ohio). A letter of intent has been signed for the divestiture
of WNAC-TV 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
------ ------- ------- --------- ----------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Boston, MA...................... 6 WCVB 1986 ABC 5 2.22%
Tampa, FL(3).................... 15 WWWB 1996 WB 32 1.47%
Pittsburgh, PA.................. 19 WTAE 1958 ABC 4 1.16%
Baltimore, MD................... 23 WBAL 1948 NBC 11 1.01%
Cincinnati, OH.................. 30 WLWT 1997 NBC 5 0.81%
Kansas City, MO................. 31 KMBC 1982 ABC 9 0.81%
Kansas City, MO(3)(4)........... 31 KCWB 1996 WB 29 ***
Milwaukee, WI................... 32 WISN 1954 ABC 12 0.81%
West Palm Beach, FL(3).......... 43 WPBF 1997 ABC 25 0.61%
Oklahoma City, OK............... 44 KOCO 1997 ABC 5 0.61%
Providence, RI(5)(6)............ 49 WNAC 1995 FOX 64 0.57%
Dayton, OH(5)................... 53 WDTN 1981 ABC 2 0.52%
Honolulu, HI.................... 71 KITV 1995 ABC 4 0.39%
Jackson, MS..................... 90 WAPT 1995 ABC 16 0.30%
Fort Smith/Fayetteville, AR..... 116 KHBS/KHOG 1996 ABC/ABC 40/29 0.22%
------
Total.................. 11.51%
======
</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
1997-98 season.
(2) Based on Nielsen estimates for the 1997-98 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
<PAGE> 7
(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 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 Merger, Hearst 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.
5
<PAGE> 8
USE OF PROCEEDS
Except as may be set forth in an accompanying Prospectus Supplement,
the Company expects to add substantially all of the net proceeds from the sale
of the Securities to its funds to be used for general corporate purposes, which
may include repayment of long-term and short-term debt, capital expenditures,
working capital and the financing of acquisitions. Funds not required
immediately may be invested in short-term marketable securities.
6
<PAGE> 9
GENERAL DESCRIPTION OF SECURITIES AND RISK FACTORS
The Company may offer shares of Series A Common Stock or Debt
Securities individually or as units consisting of one or more Securities under
this Prospectus.
CERTAIN OF THE SECURITIES TO BE OFFERED HEREBY THEMSELVES MAY INVOLVE A
SIGNIFICANT DEGREE OF RISK. SUCH RISKS WILL BE SET FORTH IN THE PROSPECTUS
SUPPLEMENT RELATING TO SUCH SECURITY, IF APPLICABLE.
DESCRIPTION OF DEBT SECURITIES
GENERAL
The Debt Securities will be issued under an Indenture, as supplemented
from time to time in accordance with its terms (the "Indenture"), to be entered
into between the Company and a trustee to be appointed (the "Trustee"). The
following brief summary of the Indenture and the Debt Securities is subject to
the detailed provisions of the Indenture, a copy of which is an exhibit to the
Registration Statement. Wherever references are made to particular provisions of
the Indenture, such provisions are incorporated by reference as a part of the
statements made herein and such statements are qualified in their entirety by
such reference. Certain defined terms in the Indenture are capitalized herein.
Italicized references appearing in parenthesis are to section numbers of the
Indenture.
The Indenture does not limit the amount of Debt Securities that may be
issued thereunder. It provides that Debt Securities may be issued from time to
time in series. The Debt Securities will be unsecured obligations of the Company
and will rank pari passu with all other unsecured and unsubordinated
indebtedness of the Company. Reference is made to the Prospectus Supplement for
a description of the following additional terms of the Debt Securities in
respect of which this Prospectus is being delivered: (i) the title of such Debt
Securities; (ii) the limit, if any, upon the aggregate principal amount of such
Debt Securities; (iii) the dates on which or periods during which such Debt
Securities may be issued and the date or dates on which the principal of (and
premium, if any, on) such Debt Securities will be payable; (iv) the rate or
rates, if any, or the method of determination thereof, at which such Debt
Securities will bear interest, if any; the date or dates from which such
interest will accrue; the dates on which such interest will be payable; and the
regular record dates for the interest payable on such interest payment dates;
(v) the obligation, if any, of the Company to redeem, repay or purchase such
Debt Securities pursuant to any sinking fund or analogous provisions or at the
option of a holder and the periods within which or the dates on which, the
prices at which and the terms and conditions upon which such Debt Securities
will be redeemed, repaid or purchased, in whole or in part, pursuant to such
obligation; (vi) the periods within which or the dates on which, the prices, if
any, at which and the terms and conditions upon which such Debt Securities may
be redeemed, in whole or in part, at the option of the Company; (vii) if other
than denominations of $1,000 and any integral multiple thereof, the
denominations in which such Debt Securities will be issuable; (viii) whether
such Debt Securities are to be issued at less than the principal amount thereof
and the amount of discount with which such Debt Securities will be issued; (ix)
provisions, if any, for the defeasance of such Debt Securities; (x) if other
than United States dollars, the currency or composite currency in which such
Debt Securities are to be denominated, or in which payment of the principal of
(and premium, if any) and interest on such Debt Securities will be made and the
circumstances, if any, when such currency of payment may be changed; (xi) if the
principal of (and premium, if any) or interest on such Debt Securities are to be
payable, at the election of the Company or a holder, in a currency or composite
currency other than that in which such Debt Securities are denominated or stated
to be payable, the periods within which, and the terms and conditions upon
which, such election may be made and the time and the manner of determining the
exchange rate between the currency or composite currency in which such Debt
Securities are denominated or stated to be payable and the currency in which
such Debt Securities are to be paid pursuant to such election; (xii) if the
amount of payments of principal of (and premium, if any) or interest on the Debt
Securities may be determined with reference to an index including, but not
limited to an index based on a currency or currencies other than that in which
such Debt Securities are stated to be payable, the manner in which such amounts
shall be determined; (xiii) whether such Debt Securities will be issued in the
form of one or more Global Securities and, if so, the identity of the depository
for such Global Securities;
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<PAGE> 10
(xiv) any additions to or changes in the Events of Default or covenants relating
solely to such Debt Securities or any Events of Default or covenants generally
applicable to Debt Securities which are not to apply to the particular series of
Debt Securities in respect of which the Prospectus Supplement is being
delivered; (xv) if the Company will pay additional amounts on any of the Debt
Securities of any series to any Holder who is a United States Alien, in respect
of any tax or assessment withheld, under what circumstances and with what
procedures the Company will pay such amounts; (xvi) any terms applicable to
original issue discount, if any, including the rate or rates at which such
original issue discount, if any, shall accrue; (xvii) the exchange or conversion
of the Securities of that series, at the option of the Holders thereof, for or
into new Securities of a different series or other securities or other property,
including shares of capital stock of the Company or any subsidiary of the
Company or securities directly or indirectly convertible into or exchangeable
for any such shares; (xviii) any guarantee by subsidiaries of the Company of the
payment of principal and interest on any Debt Securities, including the terms
and conditions, if any, of such guarantee; and (xix) any other terms of such
Debt Securities not inconsistent with the provisions of the Indenture. (Section
3.1) Unless otherwise indicated in the Prospectus Supplement, the Indenture does
not afford the holder of any series of Debt Securities the right to tender such
Debt Securities to the Company for repurchase, or provide for any increase in
the rate or rates of interest per annum at which such Debt Securities will bear
interest, in the event the Company should become involved in a highly leveraged
transaction.
The Debt Securities may be issued under the Indenture bearing no
interest or interest at a rate below the prevailing market rate at the time of
issuance, to be offered and sold at a discount below their stated principal
amount. Federal income tax consequences and other special considerations
applicable to any such discounted Debt Securities or to other Debt Securities
offered and sold at par which are treated as having been issued at a discount
for federal income tax purposes will be described in the Prospectus Supplement
relating thereto.
A substantial portion of the assets of the Company is held by
subsidiaries. The Company's right and the rights of its creditors, including the
holders of Debt Securities, to participate in the assets of any subsidiary upon
its liquidation or recapitalization would be subject to the prior claims of such
subsidiary's creditors, except to the extent that the Company may itself be a
creditor with recognized claims against such subsidiary. There is no restriction
in the Indenture against subsidiaries of the Company incurring unsecured
indebtedness, and the Debt Securities may be guaranteed by one or more
subsidiaries of the Company.
Unless otherwise described in the Prospectus Supplement, the Debt
Securities will be issued only in registered form without coupons, in
denominations of $1,000 and multiples of $1,000, and will be payable only in
United States dollars. (Section 3.2) In addition, all or a portion of the Debt
Securities of any series may be issued as permanent registered Global Securities
which will be exchangeable for definitive Debt Securities only under certain
conditions. (Section 2.3) The Prospectus Supplement indicates the denominations
to be issued, the procedures for payment of interest and principal thereon, and
other matters. No service charge will be made for any registration of transfer
or exchange of the Debt Securities, but the Company may, in certain instances,
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (Section 3.5)
The Company shall deliver Debt Securities of any series, duly executed
by the Company, to the Trustee for authentication, together with an order for
the authentication and delivery of such Debt Securities. The Trustee, in
accordance with such order, shall authenticate and deliver such Debt Securities.
No Debt Securities of any series shall be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose unless there appears thereon
a certificate of authentication substantially in the form provided for in the
Indenture and manually executed by the Trustee or an authenticating agent duly
appointed by the Trustee. Such certificate shall be conclusive evidence, and the
only evidence, that such Debt Securities have been duly authenticated and
delivered under, and are entitled to the benefits of, the Indenture. (Section
3.3)
GLOBAL SECURITIES
The Debt Securities of a particular series may be issued in the form of
one or more Global Securities which will be deposited with a depository (the
"Depositary"), or its nominee, each of which will be identified
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<PAGE> 11
in the Prospectus Supplement relating to such series. Unless and until
exchanged, in whole or in part, for Debt Securities in definitive registered
form, a Global Security may not be transferred except as a whole by the
Depositary for such Global Security to a nominee of such Depositary, by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor. (Section 2.3) The specific terms of
the depository arrangement with respect to any portion of a particular series of
Debt Securities to be represented by a Global Security will be described in the
Prospectus Supplement relating to such series. The Company anticipates that the
following provisions will apply to all depository arrangements.
Upon the issuance of a Global Security, the Depositary therefor or its
nominee will credit, on its book entry and registration system, the respective
principal amounts of the Debt Securities represented by such Global Security to
the accounts of such persons having accounts with such Depositary
("participants") as shall be designated by the underwriters or agents
participating in the distribution of such Debt Securities or by the Company if
such Debt Securities are offered and sold directly by the Company. Ownership of
beneficial interests in a Global Security will be limited to participants or
persons that may hold beneficial interests through participants. Ownership of
beneficial interests in a Global Security will be shown on, and the transfer of
such ownership will be effected only through, records maintained by the
Depositary therefor or its nominee (with respect to beneficial interests of
participants) or by participants or persons that hold through participants (with
respect to interests of persons other than participants). The laws of some
states require certain purchasers of securities to take physical delivery
thereof in definitive form. Such depository arrangements and such laws may
impair the ability to transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security or its nominee is the
registered owner thereof, such Depositary or such nominee, as the case may be,
will be considered the sole owner or holder of the Debt Securities represented
by such Global Security for all purposes under the Indenture. Except as provided
below, owners of beneficial interests in a Global Security will not be entitled
to have Debt Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of Debt Securities of such series in definitive form and will not be
considered the owners or holders thereof under the Indenture for any other
purpose.
Principal, premium, if any, and interest payments on a Global Security
registered in the name of a Depositary or its nominee will be made to such
Depositary or nominee, as the case may be, as the registered owner of such
Global Security. None of the Company, the Trustee or any paying agent for Debt
Securities of the series represented by such Global Security will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests in such Global Security or for
maintaining, supervising or reviewing any records relating to such beneficial
interests.
The Company expects that the Depositary for a Global Security or its
nominee, upon receipt of any payment of principal, premium or interest, will
immediately credit participants' accounts with payments in amounts proportionate
to their respective beneficial interests in the principal amount of such Global
Security as shown on the records of such Depositary or its nominee. The Company
also expects that payments by participants to owners of beneficial interests in
such Global Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers registered in "street name," and will be the
responsibility of such participants.
If the Depositary for a Global Security representing Debt Securities of
a particular series is at any time unwilling or unable to continue as Depositary
and a successor Depositary is not appointed by the Company within 90 days, the
Company will issue Debt Securities of such series in definitive form in exchange
for such Global Security. In addition, the Company may at any time and in its
sole discretion determine not to have the Debt Securities of a particular series
represented by one or more Global Securities and, in such event, will issue Debt
Securities of such series in definitive form in exchange for all of the Global
Securities representing Debt Securities of such series.
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CERTAIN COVENANTS OF THE COMPANY
Limitation on Indebtedness Secured by a Mortgage. The Indenture
provides that neither the Company nor any Restricted Subsidiary will create,
assume, guarantee or suffer to exist any Indebtedness secured by any mortgage,
pledge, lien, security interest, conditional sale or other title retention
agreement or other similar encumbrance ("Mortgage") on any assets of the Company
or a Restricted Subsidiary unless the Company secures or causes such Restricted
Subsidiary to secure the Debt Securities equally and ratably with, or prior to,
such secured Indebtedness. This restriction will not apply to Indebtedness
secured by (i) Mortgages on the property of any corporation which Mortgages
existed at the time such corporation became a Restricted Subsidiary; (ii)
Mortgages in favor of the Company or a Restricted Subsidiary; (iii) Mortgages on
property of the Company or a Restricted Subsidiary in favor of the United States
of America or any state or political subdivision thereof, or in favor of any
other country or any political subdivision thereof, to secure payment pursuant
to any contract or statute or to secure any indebtedness incurred for the
purpose of financing all or part of the purchase price or the cost of
construction or improvement of the property subject to such Mortgages; (iv)
Mortgages on any property subsequently acquired by the Company or any Restricted
Subsidiary, contemporaneously with such acquisition or within 120 days
thereafter, to secure or provide for the payment of any part of the purchase
price, construction or improvement of such property, or Mortgages assumed by the
Company or any Restricted Subsidiary upon any property subsequently acquired by
the Company or any Restricted Subsidiary which were existing at the time of such
acquisition, provided that the amount of any Indebtedness secured by any such
Mortgage created or assumed does not exceed the cost to the Company or
Restricted Subsidiary, as the case may be, of the property covered by such
Mortgage; (v) Mortgages on the property of the Company or a Restricted
Subsidiary existing at the date of issuance of the first series of Debt
Securities under the Indenture; (vi) Mortgages representing the extension,
renewal or refunding of any Mortgage referred to in the foregoing clauses (i)
through (v), inclusive, or of any Indebtedness secured thereby and (vii) any
other Mortgage, other than Mortgages referred to in the foregoing clauses (i)
through (vi), inclusive, so long as the aggregate of all Indebtedness secured by
Mortgages pursuant to this clause (vii) does not exceed 15% of Consolidated Net
Tangible Assets. (Section 10.7)
Certain Definitions. "Consolidated Net Tangible Assets" is defined in
the Indenture to mean total consolidated assets of the Company and its
Restricted Subsidiaries, less (i) current liabilities of the Company and its
Restricted Subsidiaries, and (ii) the net book amount of all intangible assets
of the Company and its Restricted Subsidiaries. (Section 10.7)
"Consolidated Subsidiary" is defined in the Indenture to mean a
Subsidiary the accounts of which are consolidated with those of the Company for
public financial reporting purposes. (Section 1.1)
"Indebtedness" is defined in the Indenture to mean (i) all items which
in accordance with generally accepted accounting principles would be included in
determining long-term liabilities representing borrowed money or purchase money
obligations as shown on the liability side of a balance sheet (other than
liabilities evidenced by obligations under leases and contracts payable for
broadcast rights); (ii) indebtedness secured by any Mortgage existing on
property owned subject to such Mortgage, whether or not such secured
indebtedness has been assumed; and, (iii) contingent obligations in respect of,
or to purchase or otherwise acquire, any such indebtedness of others described
in the foregoing clauses (i) or (ii) above, including guarantees and
endorsements (other than for purposes of collection in the ordinary course of
business of any such indebtedness).
(Section 10.7)
"Restricted Subsidiary" is defined in the Indenture to mean each
Subsidiary of the Company as of the date of the Indenture and each Subsidiary
thereafter created or acquired, unless expressly excluded by resolution of the
Board of Directors of the Company in good faith and before, or within 120 days
following, such creation or acquisition, provided that no such excluded
Subsidiary shall be a Significant Subsidiary. (Section 10.7)
"Significant Subsidiary" is defined in the Indenture to mean any
Subsidiary (i) which, as of the close of the fiscal year of the Company
immediately preceding the date of determination, contributed more than 10% of
the consolidated net operating revenues of the Company and its Consolidated
Subsidiaries for such year or (ii) the total assets of which as of the close of
such immediately preceding fiscal year exceeded 10% of the Consolidated Net
Tangible Assets of the Company and its Consolidated Subsidiaries. (Section 5.1)
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"Subsidiary" is defined in the Indenture to mean (i) a corporation more
than 50% of the outstanding voting stock of which is owned, directly or
indirectly, by the Company or by one or more other Subsidiaries or by the
Company and one or more other Subsidiaries and (ii) any partnership,
association, joint venture or other entity in which the Company or one or more
Subsidiaries of the Company has more than a 50% equity interest at the time or
as to which the Company or one or more of its Subsidiaries has the power to
direct or cause the direction of the management and policies of such entity by
contract or otherwise. For the purposes of this definition, "voting stock" means
stock which ordinarily has voting power for the election of directors or other
governing body of such corporation, whether at all times or only so long as no
senior class of stock has such voting power by reason of any contingency.
(Section 1.1)
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Indenture provides that the Company may not consolidate with or
merge into any other corporation, or convey, transfer or lease its properties
and assets substantially as an entirety to any other party, unless, among other
things, (i) the corporation formed by such consolidation or into which the
Company is merged or the party which acquires by conveyance or transfer, or
which leases the properties and assets of the Company substantially as an
entirety, is organized and existing under the laws of the United States, any
State thereof or the District of Columbia and expressly assumes the Company's
obligations on the Debt Securities and under the Indenture by means of an
indenture supplemental to the Indenture and (ii) immediately after giving effect
to such transaction no Event of Default, and no event which, after notice or
lapse of time, or both, would become an Event of Default, shall have occurred
and be continuing. (Section 8.1)
EVENTS OF DEFAULT, WAIVER AND NOTICE
With respect to the Debt Securities of any series, an Event of Default
is defined in the Indenture as being (i) default for 30 days in payment of any
interest upon the Debt Securities of such series; (ii) default in payment of the
principal of or premium, if any, on the Debt Securities of such series when due
either at maturity or upon acceleration, redemption or otherwise; (iii) default
by the Company in the performance of any other of the covenants or warranties in
the Indenture for the benefit of such series applicable to the Company which
shall not have been remedied for a period of 60 days after Notice of Default;
(iv) the failure to pay when due any indebtedness for money borrowed (including
indebtedness under Debt Securities other than that series) with a principal
amount then outstanding in excess of $20,000,000 under any mortgage, indenture
or instrument under which any such indebtedness is issued or secured (including
the Indenture), or any other default which results in the acceleration of
maturity of such indebtedness, unless such indebtedness or acceleration shall
have been discharged or annulled within 10 days after due notice by the Trustee
or by Holders of at least 10% in principal amount of the Outstanding Debt
Securities of that series; (v) certain events of bankruptcy, insolvency or
reorganization of the Company or any Significant Subsidiary; and (vi) default in
the deposit of any sinking fund payment when and as due by the terms of any Debt
Securities of such series. (Section 5.1) Within 90 days after the occurrence of
any default under the Indenture with respect to Debt Securities of any series,
the Trustee is required to notify the Holders of Debt Securities of any default
unless, in the case of any default other than a default in the payment of
principal of or premium, if any, or interest on any Debt Securities, a trust
committee of the Board of Directors or Responsible Officers of the Trustee in
good faith considers it in the interest of the Holders of Debt Securities not to
do so. (Section 6.2)
The Indenture provides that if an Event of Default, other than an Event
of Default as described in clauses (iv) or (v) in the above paragraph with
respect to Debt Securities of any series shall have occurred and be continuing,
either the Trustee or the Holders of at least 25% in aggregate principal amount
of the Debt Securities of that series then outstanding may declare the entire
principal and accrued interest of all Debt Securities of such series (or, if any
of the Debt Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Debt Securities as may be specified
by the terms thereof) to be due and payable immediately. If an Event of Default
described in clauses (iv) or (v) in the above paragraph with respect to any
series of Debt Securities Outstanding under the Indenture occurs, the principal
amount (or, if any of the Debt Securities of that series are Original Issue
Discount Securities, such portion of the principal amount of such Debt
Securities as may be specified by the terms thereof) shall automatically, and
without any declaration or other
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action on the part of the Trustee or any Holder, become immediately due and
payable. Any time after acceleration with respect to the Debt Securities of any
series has been made, but before a judgment or decree for the payment of money
based on such acceleration has been obtained by the Trustee, the Holders of a
majority in principal amount of the Outstanding Debt Securities of that series,
may, under certain circumstances, rescind and annul such acceleration. The
Holders of a majority in principal amount of the Outstanding Debt Securities of
any series may waive any past defaults under the Indenture with respect to the
Debt Securities of such series, except defaults in payment of principal of or
premium, if any (other than by a declaration of acceleration), or interest on
the Debt Securities or provisions of such series that may not be modified or
amended without the consent of the Holders of all Outstanding Debt Securities of
such series. (Sections 5.2 and 5.13)
The Company will be required to furnish to the Trustee annually a
statement as to the performance by the Company of its covenants and agreements
under the Indenture. (Section 10.9)
Subject to certain conditions set forth in the Indenture, the Holders
of a majority in principal amount of the then Outstanding Debt Securities of any
series with respect to which an Event of Default has occurred shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee under the Indenture in respect of such series.
No Holder of any Debt Securities shall have any right to cause the Trustee to
institute any proceedings, judicial or otherwise, with respect to the Indenture
or any remedy thereunder unless, among other things, the Holder or Holders of
Debt Securities shall have offered to the Trustee reasonable indemnity against
costs, expenses and liabilities relating to such proceedings. (Sections 5.12 and
5.7)
The Indenture provides that, in determining whether the Holders of the
requisite aggregate principal amount of the Outstanding Debt Securities have
given, made or taken any request, demand, authorization, direction, notice,
consent, waiver or other action thereunder as of any date, (a) the principal
amount of an Original Issue Discount Security which shall be deemed to be
Outstanding shall be the amount of the principal thereof which would be due and
payable as of such date upon acceleration of the Maturity thereof to such date,
(b) if, as of such date, the principal amount payable at the Stated Maturity of
a Debt Security is not determinable, the principal amount of such Debt Security
which shall be deemed to be Outstanding shall be the amount as established in or
pursuant to a Board Resolution and set forth, or determined in the manner
provided, in an Officers' Certificate, or established in one or more
supplemental indentures, prior to the issuance of such Debt Securities, (c) the
principal amount of a Debt Security denominated in one or more foreign
currencies or currency units which shall be deemed to be Outstanding shall be
the U.S. dollar equivalent, determined as of such date in the manner as
described in clause (b) above, of the principal amount of such Debt Security
(or, in the case of a Debt Security described in clause (a) or (b) above, of the
amount determined as provided in such clause), and (d) Debt Securities owned by
the Company or any other obligor upon the Debt Securities or any Affiliate of
the Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Debt Securities which the Trustee knows to
be so owned shall be so disregarded. Debt Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Debt Securities and that the pledgee is not the Company or any other
obligor upon the Debt Securities or any Affiliate of the Company or of such
other obligor. (Section 1.1)
MODIFICATION OF THE INDENTURE
The Indenture provides that the Company and the Trustee may, without
the consent of the Holders, modify or amend the Indenture in order to (i)
evidence the succession of another corporation to the Company and the assumption
by any such successor corporation of the covenants of the Company in the
Indenture and in the Debt Securities; (ii) add to the covenants, agreements and
obligations of the Company for the benefit of the Holders of all or any series
of Debt Securities; (iii) add any additional Events of Default to the Indenture;
(iv) add to or change any of the provisions of the Indenture necessary to permit
the issuance of Debt Securities in bearer form, registrable as to principal, and
with or without interest coupons; (v) add to, change or eliminate any of the
provisions of the Indenture, in respect of one or more series of Debt
Securities, provided that any
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such addition, change or elimination may not apply to any Debt Security of any
series created prior to such addition, change or elimination; (vi) establish the
form or terms of Debt Securities of any series as permitted under the Indenture;
(vii) evidence and provide for the acceptance of appointment under the Indenture
by a successor Trustee with respect to the Debt Securities of one or more
series; or, (viii) cure any ambiguity, or correct or supplement any provision of
the Indenture which may be inconsistent with any other provision of the
Indenture, provided such action does not adversely affect the interest of the
Holders of Debt Securities of any series. (Section 9.1)
With respect to the Debt Securities of any series, modification or
amendment of the Indenture may be made by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the Debt
Securities of such series, except that no such modification or amendment may,
without the consent of the Holders of all then Outstanding Debt Securities of
such series (i) change the due date of the principal of, or any installment of
principal of or interest on, any Debt Securities of such series; (ii) reduce the
principal amount of, or any installment of principal or interest or rate of
interest on, or any premium payable on redemption of any Debt Securities of such
series; (iii) reduce the principal amount of any Debt Securities of such series
payable upon acceleration of the maturity thereof; (iv) change the place or the
currency of payment of principal of, or any premium or interest on, any Debt
Securities of such series; (v) impair the right to institute suit for the
enforcement of any payment on or with respect to any Debt Securities of such
series on or after the due date thereof (or, in the case of redemption, on or
after the redemption date thereof); (vi) reduce the percentage in principal
amount of Debt Securities of such series then outstanding, the consent of whose
holders is required for modification or amendment of the Indenture or for waiver
of compliance with certain provisions of the Indenture or for waiver of certain
defaults; or, (vii) modify certain provisions of the Indenture regarding the
amendment or modification of, or waiver with respect to, any provision of the
Indenture or the Debt Securities. (Section 9.2)
DISCHARGE OF THE INDENTURE
The Indenture, with respect to the Debt Securities of any series (if
all series issued under the Indenture are not to be affected), shall upon the
written request or order of the Company cease to be of further effect (except as
to any surviving rights of registration of transfer or exchange of Debt
Securities therein expressly provided for), when (i) either (A) all Debt
Securities theretofore authenticated and delivered (other than (1) Debt
Securities which have been destroyed, lost or stolen and which have been
replaced or paid and (2) Debt Securities for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust) have been
delivered to the Trustee for cancellation or (B) all such Debt Securities not
theretofore delivered to the Trustee for cancellation (1) have become due and
payable, (2) will become due and payable at their stated maturity within one
year or (3) if the Debt Securities of such series are denominated and payable
only in United States dollars and such Debt Securities are to be called for
redemption within one year, and the Company in the case of (1), (2) or (3)
above, has deposited or caused to be deposited with the Trustee an amount in
United States dollars sufficient to pay and discharge the entire indebtedness on
such Debt Securities not theretofore delivered to the Trustee for cancellation,
for principal (and premium, if any) and interest to the date of such deposit (in
the case of Debt Securities which have become due and payable) or to the stated
maturity or any redemption date, as the case may be; (ii) the Company has paid
or caused to be paid all other sums payable under the Indenture by the Company;
and (iii) the Company has delivered to the Trustee an officers' certificate and
an opinion of counsel, each stating that all conditions precedent provided for
in the Indenture relating to the satisfaction and discharge of the Indenture
have been complied with. (Section 4.1)
DEFEASANCE AND COVENANT DEFEASANCE
Unless otherwise specified in the Prospectus Supplement, the following
provisions relating to defeasance and discharge of indebtedness, or relating to
defeasance of certain covenants in the Indenture, will apply to the Debt
Securities of any series, or to any specified part of a series. (Section 13.1)
Defeasance and Discharge. The Indenture provides that the Company will
be discharged from all its obligations with respect to such Debt Securities
(except for certain obligations to exchange or register the transfer
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of Debt Securities, to replace stolen, lost or mutilated Debt Securities, to
maintain paying agencies and to hold moneys for payment in trust) upon the
deposit in trust for the benefit of the Holders of such Debt Securities of money
or U.S. Government Obligations, or both, which, through the payment of principal
and interest in respect thereof in accordance with their terms, will provide
money in an amount sufficient to pay any installment of principal of and any
premium and interest on and any mandatory sinking fund payments in respect of
such Debt Securities on the respective Stated Maturities in accordance with the
terms of the Indenture and such Debt Securities. Such defeasance or discharge
may occur only if, among other things, the Company has delivered to the Trustee
an opinion of counsel to the effect that the Company has received from, or there
has been published by, the United States Internal Revenue Service a ruling, or
there has been a change in tax law, in either case to the effect that Holders of
such Debt Securities will not recognize gain or loss for federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to federal income tax on the same amount, in the same manner and at the
same times as would have been the case if such deposit, defeasance and discharge
had not occurred. (Sections 13.1 and 13.2)
Defeasance of Certain Covenants. The Indenture provides that the
Company may omit to comply with certain restrictive covenants described under
the captions "Certain Covenants of the Company -- Limitation on Indebtedness
Secured by a Mortgage" and "Certain Covenants of the Company -- Limitation on
Sale and Leaseback Transactions" above and any that may be described in the
Prospectus Supplement, and that such omission will be deemed not to be or result
in an Event of Default, in each case with respect to such Debt Securities. In
order to do so, the Company will be required to deposit, in trust for the
benefit of the Holders of such Debt Securities, money or U.S. Government
Obligations, or both, which through the payment of principal and interest in
respect thereof in accordance with their terms, will provide money in an amount
sufficient to pay any installment of the principal of and any premium and
interest on and any mandatory sinking fund payments in respect of such Debt
Securities on the respective Stated Maturities in accordance with the terms of
the Indenture and such Debt Securities. The Company will also be required, among
other things, to deliver to the Trustee an opinion of counsel to the effect that
Holders of such Debt Securities will not recognize gain or loss for federal
income tax purposes as a result of such deposit and defeasance of certain
obligations and will be subject to federal income tax on the same amount, in the
same manner and at the same times as would have been the case if such deposit
and defeasance had not occurred. In the event the Company exercises this option
with respect to any Debt Securities and such Debt Securities are declared due
and payable because of the occurrence of any Event of Default, the amount of
money and U.S. Government Obligations so deposited in trust will be sufficient
to pay amounts due on such Debt Securities at the time of their respective
Stated Maturities but may not be sufficient to pay amounts due on such Debt
Securities upon any acceleration resulting from such Event of Default. In such
case, the Company will remain liable for such payments. (Sections 13.1 and 13.2)
THE DEBT TRUSTEE
Prior to the offering of any Debt Securities, a trustee will be
appointed by the Company to serve as Trustee under the Indenture. The Trustee
may be a depository for funds of and perform other services for and transact
other banking business with the Company in the normal course of business.
The Trustee may serve as a trustee under other indentures entered into
by the Company. Upon the occurrence of an Event of Default under the Indenture
or an event which, after notice or lapse of time or both, would become such an
Event of Default, or upon the occurrence of a default under any such other
indenture, the Trustee may be deemed to have a conflicting interest with respect
to the Debt Securities for purposes of the Trust Indenture Act and, unless the
Trustee is able to eliminate any such conflicting interest, the Trustee may be
required to resign as Trustee under the Indenture. In that event, the Company
would be required to appoint a successor Trustee for the Indenture.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by, and
construed in accordance with, the laws of the State of New York. (Section 1.12)
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DESCRIPTION OF CAPITAL STOCK
Set forth below is a description of the capital stock of the Company
pursuant to the Company's Amended and Restated Certificate of Incorporation.
Common Stock. The Company has 200 million shares of authorized common
stock, par value $.01 per share, with 100 million shares designated as Series A
Common Stock and 100 million shares designated as Series B Common Stock. Except
as otherwise described below, the issued and outstanding shares of Series A
Common Stock and Series B Common Stock will vote together as a single class on
all matters submitted to a vote of stockholders, with each issued and
outstanding share of Series A Common Stock and Series B Common Stock entitling
the holder thereof to one vote on all such matters. With respect to any election
of directors, (i) the holders of the shares of Series A Common Stock will be
entitled to vote separately as a class to elect two members of the Company's
Board of Directors (the Series A Directors) and (ii) the holders of the shares
of Series B Common Stock will be entitled to vote separately as a class to elect
the balance of the Company's Board of Directors (the Series B Directors);
provided, however, that the number of Series B Directors shall not constitute
less than a majority of the Company's Board of Directors. Any director may
resign at any time upon giving written notice to the Company. The directors may
only be removed for cause by a vote of the holders of a majority of the
Company's Common Stock voting together as a class. Any Series A Director who
resigns or is removed may be replaced only by the remaining Series A Director
or, if there are no remaining Series A Directors, by a vote of the holders of a
majority of the Series A Common Stock voting separately as a class. Similarly,
any Series B Director who resigns or is removed may be replaced only by the
remaining Series B Directors or, if there are no remaining Series B Directors,
by a vote of the holders of a majority of the Series B Common Stock voting
separately as a class. If no shares of Series A Common Stock are issued and
outstanding at any given time, then the holders of shares of Series B Common
Stock will elect all of the Company's directors. Conversely, if no shares of
Series B Common Stock are issued and outstanding, then the holders of the shares
of Series A Common Stock will elect all of the Company's directors.
All of the outstanding shares of Series B Common Stock are required to
be held by Hearst or a Permitted Transferee (as defined below). No holder of
shares of Series B Common Stock may transfer any such shares to any person other
than to (i) Hearst; (ii) any corporation into which Hearst is merged or
consolidated or to which all or substantially all of Hearst's assets are
transferred; or (iii) any entity controlled by Hearst (each a "Permitted
Transferee"). Series B Common Stock, however, may be converted at any time into
Series A Common Stock and freely transferred, subject to the terms and
conditions of the Company's Amended and Restated Certificate of Incorporation
and to applicable securities laws limitations. If at any time the Permitted
Transferees first hold in the aggregate less than 20% of all shares of the
Company's Common Stock that are then issued and outstanding, then each issued
and outstanding share of Series B Common Stock automatically will be converted
into one fully-paid and nonassessable share of Series A Common Stock, and the
Company will not be entitled to issue any additional shares of Series B Common
Stock. Notwithstanding any other provision to the contrary, no holder of Series
B Common Stock shall (i) transfer any shares of Series B Common Stock; (ii)
convert Series B Common Stock; or (iii) be entitled to receive any cash, stock,
other securities or other property with respect to or in exchange for any shares
of Series B Common Stock in connection with any merger or consolidation or sale
or conveyance of all or substantially all of the property or business of the
Company as an entity, unless all necessary approvals of the Federal
Communications Commission ("FCC") as required by the Communications Act of 1934,
as amended (the "Communications Act"), and the rules and regulations thereunder
have been obtained or waived.
Preferred Stock. The Company has one million shares of authorized
preferred stock, par value $.01 per share. Under the Company's Amended and
Restated Certificate of Incorporation, the Company has two issued and
outstanding series of preferred stock, Series A Preferred Stock and Series B
Preferred Stock (collectively, the "Preferred Stock"). Each series of Preferred
Stock has 10,938 shares issued and outstanding. The Preferred Stock has a cash
dividend feature whereby each share will accrue $65 per share annually, to be
paid quarterly. The Series A Preferred Stock is convertible at the option of the
holders, at any time, into Series A Common Stock at a conversion price of (i) on
or before December 31, 2000, $35; (ii) during the calendar year December 31,
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2001, the product of 1.1 times $35; and (iii) during each calendar year after
December 31, 2001, the product of 1.1 times the preceding year's conversion
price. The Company has the option to redeem all or a portion of the Series A
Preferred Stock at any time after June 11, 2001 at a price equal to $1,000 per
share plus any accrued and unpaid dividends.
The holders of Series B Preferred Stock have the option to convert such
Series B Preferred Stock into shares of Series A Common Stock at any time after
June 11, 2001 at the average of the closing prices for the Series A Common Stock
for each of the 10 trading days prior to such conversion date. The Company has
the option to redeem all or a portion of the Series B Preferred Stock at any
time on or after June 11, 2001, at a price equal to $1,000 per share plus any
accrued and unpaid dividends.
The issued and outstanding shares of Series A Preferred Stock and
Series B Preferred Stock are entitled to vote on all matters submitted to a vote
of holders of Series A Common Stock, with such shares of Series A Preferred
Stock and Series B Preferred Stock voting together as a single class with the
shares of Series A Common Stock. Each share of Series A Preferred Stock is
entitled to the number of votes (rounded up to the next whole number) equal to
the number of shares of Series A Common Stock into which such share is
convertible. Each share of Series B Preferred Stock is entitled to (i) 29 votes,
if the record date for the stockholder meeting at which such votes are to be
cast is before July 11, 2001 or (ii) thereafter, the number of votes (rounded up
to the next whole number) equal to the number of shares of Series A Common Stock
into which such share is convertible. Except with respect to any proposal to
amend the Company's Amended and Restated Certificate of Incorporation that may
adversely affect the rights of the respective series of Preferred Stock and
except as may be required by Delaware General Corporation Law ("DGCL"), neither
the Series A Preferred Stock nor the Series B Preferred Stock is entitled to
vote separately as a class.
FOREIGN OWNERSHIP
Pursuant to the Company's Amended and Restated Certificate of
Incorporation and in order to comply with FCC rules and regulations, the Company
will not be permitted to issue any shares of capital stock of the Company to (i)
a person who is a citizen of a country other than the U.S.; (ii) any entity
organized under the laws of a government other than the government of the U.S.
or any state, territory or possession of the U.S.; (iii) a government other than
the government of the U.S. or any state, territory or possession of the U.S.;
(iv) a representative of, or an individual or entity controlled by, any of the
foregoing; or (v) any other person or entity whose alien status would be
cognizable under the Communications Act (individually, an "Alien;" collectively,
"Aliens"), any shares of capital stock of the Company if such issuance would
result in the total number of shares of such capital stock held or voted by
Aliens exceeding 25% of (x) the capital stock outstanding at any time and from
time to time or (y) the total voting power of all shares of such capital stock
outstanding and entitled to vote at any time and from time to time. In addition,
the Company will not be permitted to transfer on the books of the Company any
capital stock to any Alien that would result in the total number of shares of
such capital stock held or voted by Aliens exceeding such 25% limits. The
Company's Amended and Restated Certificate of Incorporation also provides that
no Alien or Aliens, individually or collectively, will be entitled to vote or
direct or control the vote of more than 25% of (i) the total number of all
shares of capital stock of the Company outstanding at any time and from time to
time or (ii) the total voting power of all shares of capital stock of the
Company outstanding and entitled to vote at any time and from time to time (or
such limits greater or lesser than 25% as may be subsequently imposed by statute
or regulation). The Company's Board of Directors will have the right to redeem
any shares determined to be owned by an Alien or Aliens, at the fair market
value of the shares to be redeemed, if the Board of Directors determines such
redemption is necessary to comply with these Alien ownership restrictions of the
Communications Act and rules of the FCC.
CERTAIN ANTI-TAKEOVER MATTERS
General. Certain provisions of the Company's Amended and Restated
Certificate of Incorporation and the DGCL may have the effect of impeding the
acquisition of control of the Company by means of a tender offer, a proxy fight,
open market purchases or otherwise in a transaction not approved by the
Company's Board of Directors.
16
<PAGE> 19
The provisions of the Company's Amended and Restated Certificate of
Incorporation and the DGCL described below are designed to reduce, or have the
effect of reducing, the vulnerability of the Company to an unsolicited proposal
for the restructuring or sale of all or substantially all of the assets of the
Company or an unsolicited takeover attempt that is unfair to the Company's
stockholders. The summary of such provisions set forth below does not purport to
be complete and is subject to and qualified in its entirety by reference to the
Company's Amended and Restated Certificate of Incorporation, the Company's
bylaws and the DGCL.
The Company's Board of Directors has no present intention to introduce
additional measures that might have an anti-takeover effect. The Company's Board
of Directors, however, expressly reserves the right to introduce such measures
in the future.
Classified Board; Removal of Directors. The Company's Amended and
Restated Certificate of Incorporation provides that the Company's Board of
Directors shall consist of not less than seven directors, with the exact number
of directors to be determined from time to time by the Company's Board of
Directors and designated in the bylaws. The Company's bylaws provide that the
number of directors will be 11 and thereafter the minimum number of directors
will be seven and the maximum number of directors will be 15. The Company's
Amended and Restated Certificate of Incorporation further provides that the
Company's Board of Directors will be divided into two classes, as long as there
are no more than two Series A Directors, and that, after an initial term, each
director will be elected for a two-year term. The Company's Amended and Restated
Certificate of Incorporation also provides that, in the event there are three or
more Series A directors, the Company's Board of Directors will be divided into
three classes, and that, after an initial term, each director will be elected
for a three-year term. Whether there are two or three classes of directors, the
Series A Directors are to be divided among the classes as equally as possible. A
classified Board of Directors is intended to assure the continuity and stability
of the Company's Board of Directors and the Company's business strategies and
policies. The classified board provision could increase the likelihood that, in
the event of a takeover of the Company, incumbent directors will retain their
positions. In addition, the classified board provision helps ensure that the
Company's Board of Directors, if confronted with an unsolicited proposal from a
third party that has acquired a block of the voting stock of the Company, will
have sufficient time to review the proposal and appropriate alternatives and to
seek the best available result for all stockholders. The directors may only be
removed for cause by a vote of the holders of a majority of the Company's Common
Stock voting together as a class.
Business Combinations. The Company, as a Delaware corporation, is
subject to Section 203 ("Section 203") of the DGCL. In general, subject to
certain exceptions, Section 203 prohibits a Delaware corporation from engaging
in a "business combination" with an "interested stockholder" for a period of
three years following the date that such stockholder became an interested
stockholder, unless (i) prior to such date the Board approved either the
business combination or the transaction that resulted in the stockholder
becoming an interested stockholder; (ii) upon consummation of the transaction
that resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding for purposes of
determining the number of shares outstanding those shares owned by (x) persons
who are directors and also officers and (y) employee stock plans in which
employee participants do not have the right to determine confidentially whether
or not shares held subject to the plan will be tendered in a tender or exchange
offer); or (iii) at or subsequent to such time, the business combination is
approved by the Board and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at least
662/3% of the outstanding voting stock that is not owned by the interested
stockholder. Section 203 defines a "business combination" to include certain
mergers, consolidations, asset sales and stock issuances and certain other
transactions resulting in a financial benefit to an "interested stockholder." In
addition, Section 203 defines an "interested stockholder" to include any entity
or person beneficially owning 15% or more of the outstanding voting stock of the
corporation and any entity or person affiliated with such an entity or person.
Controlling Stockholder. Hearst currently owns 100% of the Company's
issued and outstanding Series B Common Stock, initially constituting in excess
of 80% of the outstanding shares of the Company's Common Stock. Hearst's
ownership of the Series B Common Stock may have the effect of impeding the
acquisition of control of the Company.
17
<PAGE> 20
REGISTRATION RIGHTS
The Company has 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. (collectively, the "ATI Holders"). The
Registration Rights Agreement provides that the ATI Holders will have the right,
subject to certain limitations and conditions, to require the Company to
register for distribution through a firm commitment underwriting all or any
portion of Series A Common Stock issued to them in the Merger. In addition, the
ATI Holders also will have piggyback registration rights with respect to any
proposed offering of Series A Common Stock for cash through a firm commitment
underwriting sought by the Company.
LIMITATIONS ON DIRECTOR LIABILITY
The Company's Amended and Restated Certificate of Incorporation
provides that, to the fullest extent permitted by the DGCL, a director or former
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar of Series A Common Stock is Harris
Trust and Savings Bank.
18
<PAGE> 21
PLAN OF DISTRIBUTION
The Company may sell the Securities in any one or more of the following
three ways: (i) to or through underwriters or dealers; (ii) through agents; or
(iii) directly to one or more purchasers. With respect to each series of
Securities being offered hereby, the terms of the offering of the Securities of
such series, including the name or names of any underwriters, dealers or agents,
the purchase price of such Securities and the proceeds to the Company from such
sale, any underwriting discounts, selling commissions and other items
constituting underwriters', dealers' or agents' compensation, any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers or agents, and any securities exchanges on which the Securities of such
series may be listed, will be set forth in, or may be calculated from the
information set forth in, the Prospectus Supplement. Only underwriters so named
in the Prospectus Supplement will be deemed to be underwriters in connection
with the Securities offered thereby.
If underwriters are used to sell any of the Securities, the Securities
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The Securities may be offered to the public either through
underwriting syndicates represented by managing underwriters or by underwriters
without a syndicate. Unless otherwise set forth in the Prospectus Supplement,
the obligations of the underwriters to purchase Securities will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all the Securities offered by the Prospectus Supplement if any of such
Securities are purchased. In connection with the sale of Securities,
underwriters may be deemed to have received compensation from the Company in the
form of underwriting discounts or commissions and may also receive commissions
from purchasers of Securities for whom they may act as agent. Underwriters may
sell Securities to or through dealers, and such dealers may receive compensation
in the form of discounts, concessions or commissions from the underwriters
and/or commissions (which may be changed from time to time) from the purchasers
for whom they may act as agent. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
The Company may grant an option to the underwriters named in the
Prospectus Supplement, exercisable during a fixed period after the date of the
Prospectus Supplement, to purchase in the aggregate up to a maximum of 1,500,000
additional shares of Series A Common Stock to cover overallotments, if any, at
the same price per share as the initial shares to be purchased by the
underwriters. The underwriters may purchase such shares only to cover the
overallotments made in connection with an offering of Series A Common Stock.
Securities may also be sold directly by the Company or through agents
(which may also act as principals) designated by the Company from time to time.
Any agent involved in the offer or sale of the Securities in respect of which
this Prospectus is delivered will be named, and any commissions payable by the
Company to such agent will be set forth in, or may be calculated from the
information set forth in, the Prospectus Supplement. Unless otherwise indicated
in the Prospectus Supplement, any such agent will be acting on a best efforts
basis for the period of its appointment. In the case of sales made directly by
the Company, no commission will be payable.
If so indicated in the Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Securities from the Company at the public offering
price set forth in the Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a future date specified in the
Prospectus Supplement. Such contracts will be subject to the conditions set
forth in the Prospectus Supplement, and the Prospectus Supplement will set forth
the commissions payable for solicitation of such contracts.
Agents and underwriters may be entitled under agreements entered into
with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments that the agents or underwriters may be required to make
in respect thereof. Agents and underwriters may be customers of, engage in
transactions with, or perform services for the Company or its affiliates in the
ordinary course of business.
19
<PAGE> 22
The Company's Series A Common Stock is currently quoted on the Nasdaq
National Market under the symbol "HATV." The Debt Securities may or may not be
listed on a national securities exchange or a foreign securities exchange. The
Debt Securities will be a new issue of securities with no established trading
market. In the event that the Debt Securities are not listed on a national
securities exchange, certain broker-dealers may make a market in the Debt
Securities, but will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given that any
broker-dealer will make a market in the Debt Securities or as to the liquidity
of the trading market for the Debt Securities. The Prospectus Supplement with
respect to the Debt Securities of any series will state, if known, whether or
not any broker-dealer intends to make a market in such Securities. If no such
determination has been made, the Prospectus Supplement will so state.
LEGAL MATTERS
Certain legal matters relating to the Securities will be passed upon
for the Company by Rogers & Wells, New York, New York. Certain legal matters
relating to the Securities will be passed upon for any underwriters, dealers or
agents by Dow, Lohnes & Albertson, PLLC, Washington, D.C.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Form 10-K for the year ended December 31, 1996 have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
reports 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 Argyle Television Inc.'s
Proxy Statement/Prospectus filed on July 31, 1997 and appearing in the Argyle
Television, Inc. Current Report on Form 8-K/A filed on April 15, 1997, and
incorporated by reference in this Prospectus, have been so incorporated in
reliance on the reports of Price Waterhouse LLP, independent accountants, given
on the authority of said 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.
20
<PAGE> 23
================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES DESCRIBED HEREIN OR THEREIN OR AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED
OR INCORPORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
--------------------
TABLE OF CONTENTS
Page
----
Available Information....................................................
Incorporation of Certain Documents by Reference..........................
The Company..............................................................
Use of Proceeds..........................................................
General Description of Securities and Risk Factors.......................
Description of Debt Securities...........................................
Description of Capital Stock ............................................
Plan of Distribution.....................................................
Legal Matters............................................................
Experts..................................................................
================================================================================
================================================================================
HEARST-ARGYLE TELEVISION, INC.
$ 500,000,000
DEBT SECURITIES
10,000,000 SHARES
SERIES A COMMON STOCK
-------------------
PROSPECTUS
-------------------
October __, 1997
================================================================================
<PAGE> 24
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............. $254,754
Rating agency fees.............................................. *
Trustee's fees and expenses .................................... *
Transfer agent's fees and expenses.............................. *
Blue sky fees (including counsel fees).......................... *
Accounting fees................................................. *
Legal fees and expenses......................................... *
Printing and engraving fees..................................... *
Miscellaneous................................................... *
Total..................................................... $ *
</TABLE>
* To be filed by amendment
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
II-1
<PAGE> 25
(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
and restated, 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.
Article Eight of the Company's Certificate of Incorporation, as amended
and restated, 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:
1.1 Form of Underwriting Agreement (for equity securities).*
1.2 Form of Underwriting Agreement (for debt securities).*
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 the Company
(incorporated by reference to Exhibit 2.1 of the Company's
Registration Statement on Form S-4 (Registration 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 Indenture for Debt Securities.*
4.4 Form of Debt Securities.*
4.5 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).
4.6 Form of Indenture relating to the Senior Subordinated Notes
due 2005 (including form of security) (incorporated by
reference to Exhibit 4.1 of the Company's Form 10-K for the
fiscal year ending December 31, 1996).
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<PAGE> 26
4.7 First Supplemental Indenture dated as of June 1, 1996 among
KHBS Argyle Television, Inc. and Arkansas Argyle Television,
Inc. and United States Trust Company of New York (incorporated
by reference to the Company's Current Report on Form 8-K dated
June 11, 1996).
4.8 Second Supplemental Indenture dated as of August 29, 1997
among KMBC Hearst- Argyle Television, Inc., WBAL Hearst-Argyle
Television, Inc., WCVB Hearst-Argyle Television, Inc., WISN
Hearst-Argyle Television, Inc., WTAE Hearst-Argyle Television,
Inc. and United States Trust Company of New York.
4.9 Form of Note (included in Exhibit 4.6).
4.10 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 Rogers & Wells as to legality of the securities
registered hereby.*
12.1 Computation of Ratio of Earnings to Fixed Charges.*
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 Rogers & Wells (set forth in its opinion filed as
Exhibit 5.1).
24.1 Powers of attorney (set forth on the signature page(s)
hereof).
25.1 Statement of Eligibility and Qualification on Form T-1 of
Trustee under the Indenture.*
- --------------
* To be filed by amendment, by incorporation by reference or by filing of
a Current Report on Form 8-K in connection with the offering of the
Securities.
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 volume and price
represent no more than a 20% change in the maximum aggregate
offering price
II-3
<PAGE> 27
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.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus 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.
(e) The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of section 310 of the Trust Indenture
II-4
<PAGE> 28
Act ("Act") in accordance with the rules and regulations prescribed by the
Commission under section 305(b)(2) of the Act.
II-5
<PAGE> 29
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 29th 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Bob Marbut Chairman of the Board and September 29, 1997
- ------------------------- Co-Chief Executive Officer
Bob Marbut (Principal Executive
Officer)
/s/ John G. Conomikes President and Co-Chief September 29, 1997
- ------------------------- Executive Officer
John G. Conomikes (Principal Executive Officer)
</TABLE>
II-6
<PAGE> 30
<TABLE>
<S> <C> <C>
/s/ David J. Barrett Executive Vice President, September 29, 1997
- ---------------------------- Chief Operating Officer
David J. Barrett and Director
/s/ Harry T. Hawks Chief Financial Officer September 29, 1997
- ---------------------------- Senior Vice President and
Harry T. Hawks (Principal Financial Officer)
/s/ Teresa Lopez Controller September 29, 1997
- ---------------------------- (Principal Accounting Officer)
Teresa Lopez
/s/ Frank A. Bennack, Jr. Director September 29, 1997
- ----------------------------
Frank A. Bennack, Jr.
/s/ Victor F. Ganzi Director September 29, 1997
- ----------------------------
Victor F. Ganzi
/s/ George R. Hearst, Jr. Director September 29, 1997
- ----------------------------
George R. Hearst, Jr.
/s/ William R. Hearst III Director September 29, 1997
- ----------------------------
William R. Hearst III
/s/ Gilbert C. Maurer Director September 29, 1997
- ----------------------------
Gilbert C. Maurer
/s/ David Pulver Director September 29, 1997
- ----------------------------
David Pulver
/s/ Virginia H. Randt Director September 29, 1997
- ----------------------------
Virginia H. Randt
/s/ Caroline L. Williams Director September 29, 1997
- ----------------------------
Caroline L. Williams
</TABLE>
II-7
<PAGE> 31
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
------ ------- ----
<S> <C> <C>
1.1 Form of Underwriting Agreement (for equity securities).*
1.2 Form of Underwriting Agreement (for debt securities).*
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 the Company
(incorporated by reference to Exhibit 2.1 of the Company's
Registration Statement on Form S-4 (Registration 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 Indenture for Debt Securities.*
4.4 Form of Debt Securities.*
4.5 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.
4.6 Form of Indenture relating to the Senior Subordinated Notes
due 2005 (including form of security) (incorporated by
reference to Exhibit 4.1 of the Company's Form 10-K for the
fiscal year ending December 31, 1996).
4.7 First Supplemental Indenture dated as of June 1, 1996 among
KHBS Argyle Television, Inc. and Arkansas Argyle Television, Inc.
and United States Trust Company of New York (incorporated by
reference to the Company's Current Report on Form 8-K dated June
11, 1996).
4.8 Second Supplemental Indenture dated as of August 29, 1997
among KMBC Hearst-Argyle Television, Inc., WBAL Hearst-Argyle
Television, Inc., WCVB Hearst-Argyle Television, Inc., WISN Hearst-
Argyle Television, Inc., WTAE Hearst-Argyle Television, Inc. and
United States Trust Company of New York..
4.9 Form of Note (included in Exhibit 4.6).
4.10 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)).
</TABLE>
<PAGE> 32
5.1 Opinion of Rogers & Wells as to legality of the securities
registered hereby.*
12.1 Computation of Ratio of Earnings to Fixed Charges.*
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 Rogers & Wells (set forth in its opinion filed as
Exhibit 5.1).
24.1 Powers of attorney (set forth on the signature page(s)
hereof).
25.1 Statement of Eligibility and Qualification on Form T-1 of
Trustee under the Indenture.*
- --------------
* To be filed by amendment, by incorporation by reference or by filing of a
Current Report on form 8-K in connection with the offering of the
Securities.
<PAGE> 1
Exhibit 4.8
KMBC HEARST-ARGYLE TELEVISION, INC.,
WBAL HEARST-ARGYLE TELEVISION, INC.,
WCVB HEARST-ARGYLE TELEVISION, INC.,
WISN HEARST-ARGYLE TELEVISION, INC.,
AND
WTAE HEARST-ARGYLE TELEVISION, INC.,
AS ADDITIONAL GUARANTORS,
AND
UNITED STATES TRUST COMPANY OF NEW YORK, AS TRUSTEE
-----------------------
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF AUGUST 29, 1997
-----------------------
$150,000,000
<PAGE> 2
9-3/4% SENIOR SUBORDINATED NOTES DUE 2005
THIS SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of August 29, 1997, is between KMBC HEARST-ARGYLE TELEVISION, INC.,
WBAL HEARST-ARGYLE TELEVISION, INC., WCVB HEARST-ARGYLE TELEVISION, INC., WISN
HEARST-ARGYLE TELEVISION, INC. and WTAE HEARST-ARGYLE TELEVISION, INC., each a
corporation duly organized and existing under the laws of the state of Nevada
(collectively, the "Additional Guarantors"), and UNITED STATES TRUST COMPANY OF
NEW YORK, a New York bank and trust company, as trustee (the "Trustee").
RECITALS
Argyle Television, Inc. (a Delaware corporation now named
Hearst-Argyle Television, Inc., "Company"), WZZM Argyle Television, Inc., WNAC
Argyle Television, Inc., WAPT Argyle Television, Inc., KITV Argyle Television,
Inc., WGRZ Argyle Television, Inc., Grand Rapids Argyle Television, Inc.,
Providence Argyle Television, Inc., Jackson Argyle Television, Inc., Hawaii
Argyle Television, Inc. and Buffalo Argyle Television, Inc. (as the names of
each of them have now been changed by the insertion of "Hearst-" preceding the
word "Argyle," the "Original Guarantors"), and the Trustee entered into an
indenture dated as of October 27, 1995 (the "Indenture") providing for the
issuance by the Company of $150 million principal amount of its 9-3/4% Senior
Subordinated Notes (the "Securities") as provided in the Indenture.
Section 1014 of the Indenture requires the Company to cause each
Restricted Subsidiary (as defined in the Indenture), promptly upon becoming a
Restricted Subsidiary, to execute a supplemental indenture to the Indenture
providing for a Guarantee (as defined in the Indenture) on the same terms as the
Guarantee of the Original Guarantors of the Securities.
The Indenture was supplemented by that certain First Supplemental
Indenture dated as of June 1, 1996, wherein two additional Restricted
Subsidiaries, being KHBS Argyle Television, Inc. (now named KHBS Hearst-Argyle
Television, Inc.) and Arkansas Argyle Television, Inc. (now named Arkansas
Hearst-Argyle Television, Inc.) executed a Guarantee and became Guarantors.
In January 1997, WGRZ Argyle Television, Inc., Grand Rapids Argyle
Television, Inc., and Buffalo Argyle Television, Inc. merged with and into WZZM
Argyle Television, Inc., which was then renamed Ohio/Oklahoma Argyle Television,
Inc. and is now named Ohio/Oklahoma Hearst-Argyle Television, Inc.
On or about the date hereof, Providence Argyle Television, Inc. has
merged with and into WNAC Argyle Television, Inc., with the surviving
corporation being renamed Hearst-Argyle Television Stations, Inc.
The Additional Guarantors have become Restricted Subsidiaries.
<PAGE> 3
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the mutual covenants
contained herein and in the Indenture and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Securities, as follows:
ARTICLE ONE
DEFINITIONS
Section 101. Definitions. For purposes of this Supplemental
Indenture, the terms defined in the recitals of this Supplemental Indenture
shall have the meanings therein specified; and terms defined in the Indenture
and not defined herein shall have the same meanings herein as set forth in the
Indenture.
ARTICLE TWO
ASSUMPTION OF CERTAIN OBLIGATIONS BY
THE ADDITIONAL GUARANTORS
Section 201. Additional Guarantors' Representations and Warranties.
Each Additional Guarantor hereby represents and warrants to the Trustee and to
the Holders of the Securities as follows:
(a) such Additional Guarantor is a corporation duly organized
and existing under the laws of the State of Nevada.
(b) such Additional Guarantor is a wholly-owned direct
subsidiary of the Company.
Section 202. Assumption of Certain Obligations. Pursuant to Section
1014 of the Indenture, each Additional Guarantor expressly agrees to become a
"Guarantor" for all purposes of the Indenture. Without limiting the foregoing,
each Additional Guarantor, in accordance with Article Thirteen of the Indenture,
hereby absolutely, unconditionally and irrevocably guarantees, jointly and
severally with the other Guarantors, to the Trustee and the Holders, as if the
Additional Guarantors were the principal debtor, the punctual payment and
performance when due of all Indenture Obligations (which for purposes of this
Section 202 shall also be deemed to include all commissions, fees, charges,
costs and other expenses (including reasonable legal fees and disbursements of
one counsel) arising out of or incurred by the Trustee or the Holders in
connection with the enforcement of this Section 202).
SECOND SUPPLEMENTAL INDENTURE - Page 2
<PAGE> 4
ARTICLE THREE
MISCELLANEOUS
Section 301. Effect of Supplemental Indenture. This Supplemental
Indenture supplements the Indenture and shall be subject to all the terms
thereof. Except as supplemented hereby, the Indenture shall continue in full
force and effect.
Section 302. Counterparts. This Supplemental Indenture may be
executed in any number of counterparts, each of which, when so executed and
delivered, shall be an original; such counterparts shall together constitute but
one and the same instrument.
Section 303. Effectiveness. This Supplemental Indenture shall be
effective as of the opening of business on the day and year first above written.
Section 304. Recitals. The recitals contained herein shall be taken
as the statements of the Additional Guarantors. The Trustee assumes no
responsibility for their correctness. The Trustee makes no representations or
warranties as to the validity or sufficiency of this Supplemental Indenture.
Section 305. Governing Law. This Supplemental Indenture shall be
governed by and construed in accordance with the laws of the jurisdiction that
governs the Indenture and its construction.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the day and year first above written.
KMBC HEARST-ARGYLE TELEVISION, INC.
WBAL HEARST-ARGYLE TELEVISION, INC.
WCVB HEARST-ARGYLE TELEVISION, INC.
WISN HEARST-ARGYLE TELEVISION, INC.
WTAE HEARST-ARGYLE TELEVISION, INC.
Each a Nevada corporation
All By: /s/ Harry T. Hawks
--------------------------------
Name: Harry T. Hawks
Title: Senior Vice President
Attest:/s/ Dean H. Blythe
--------------------------
Name: Dean H. Blythe
Title: Secretary
SECOND SUPPLEMENTAL INDENTURE - Page 3
<PAGE> 5
UNITED STATES TRUST COMPANY OF
NEW YORK, as Trustee
By: /s/ John C. Stohlmann
----------------------------------
Name: John C. Stolhmann
Title: Authorized Officer
Attest: /s/ Bill Barber
--------------------
Name: Bill Barber
Title:
SECOND SUPPLEMENTAL INDENTURE - Page 4
<PAGE> 6
STATE OF New York )
)
COUNTY OF New york )
This instrument was acknowledged before me on August 29, 1997 by
Harry T. Hawks, Senior Vice President of each of KMBC HEARST-ARGYLE TELEVISION,
INC., WBAL HEARST-ARGYLE TELEVISION, INC., WCVB HEARST-ARGYLE TELEVISION, INC.,
WISN HEARST-ARGYLE TELEVISION, INC., and WTAE HEARST-ARGYLE TELEVISION, INC.,
each a Nevada corporation, on behalf of each said corporation. Given under my
hand and official seal this 29th day of August, 1997.
/s/ Hagar Riley
---------------
Signature
Notary in and for the State of New York.
STATE OF New York )
)
COUNTY OF New York )
This instrument was acknowledged before me on August 29, 1997 by
Dean H. Blythe, Secretary of each of KMBC HEARST-ARGYLE TELEVISION, INC., WBAL
HEARST-ARGYLE TELEVISION, INC., WCVB HEARST-ARGYLE TELEVISION, INC., WISN
HEARST-ARGYLE TELEVISION, INC., and WTAE HEARST-ARGYLE TELEVISION, INC., each a
Nevada corporation, on behalf of each said corporation. Given under my hand and
official seal this 29th day of August, 1997.
/s/ Hagar Riley
---------------
Signature
Notary in and for the State of New York.
SECOND SUPPLEMENTAL INDENTURE - Page 5
<PAGE> 7
STATE OF Texas )
)
COUNTY OF Dallas )
This instrument was acknowledged before me on August 28, 1997 by
John C. Stohlmann, Authorized Officer of UNITED STATES TRUST COMPANY OF NEW
YORK, a New York bank and trust company, and on behalf of said bank and trust
company. Given under my hand and official seal this 28th day of August, 1997.
/s/ Patricia A Robles
---------------------
Signature
Notary in and for the State of Texas.
SECOND SUPPLEMENTAL INDENTURE - Page 6
<PAGE> 1
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
debt securities 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 29, 1997
<PAGE> 1
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
relating to the financial statements of the Hearst Broadcast Group as of
December 31, 1995 and 1996 and for the years ended December 31, 1994, 1995 and
1996 and the related financial statement schedule, 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.
/s/ DELOITTE & TOUCHE LLP
New York, New York
September 29, 1997
<PAGE> 1
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 29, 1997
