<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 31, 1997
ARGYLE TELEVISION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27000 74-2717523
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
200 Concord Plaza, Suite 700, San Antonio, Texas 78216
(Address of principal executive offices)
(210) 828-1700
(Registrant's Telephone No.)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
------------------------------------
On January 31, 1997, the Company completed its exchange with Gannett
Co., Inc. ("Gannett") of the Company's WZZM-TV, the ABC affiliate in Grand
Rapids, Michigan, and WGRZ-TV, the NBC affiliate in Buffalo, New York, for
Gannett's WLWT-TV, the NBC affiliate in Cincinnati, Ohio ("WLWT"), and KOCO-TV,
the ABC affiliate in Oklahoma City, Oklahoma ("KOCO"). As part of that exchange,
the Company also paid Gannett $20 million.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
------------------------------------------------------------------
a. Financial Statements.
--------------------
It is impracticable to file with this Form 8-K the financial
statements and pro forma financial information required with respect
to the acquisition by the Company of WLWT and KOCO. Such financial
statements and pro forma financial information will be filed by
amendment to this Form 8-K as soon as practicable and, in any event,
within 60 days after the required filing date for this Form 8-K.
b. Pro Forma Financial Information.
-------------------------------
See Item 7(a) above.
c. Exhibits.
--------
10.1 Asset Exchange Agreement, by and among Combined
Communications Corporation of Oklahoma, Inc., Multimedia
Entertainment, Inc., WZZM Argyle Television, Inc., Grand
Rapids Argyle Television, Inc., WGRZ Argyle Television,
Inc. and Buffalo Argyle Television, Inc. dated November 20,
1996 (the "Exchange Agreement") incorporated by reference
to Exhibit 10.1 filed with the Company's Form 8-K dated
November 20, 1996.
10.2 Amendment No. 1 to the Exchange Agreement dated as of
January 28, 1997.
20 Press Release issued January 31, 1997.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
ARGYLE TELEVISION, INC.
Dated: February 14, 1997 By: /s/ Dean H. Blythe
---------------------------------------------
Dean H. Blythe, Vice President,
Secretary and General Counsel
-3-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
- --------- ----------- ----
10.1 Asset Exchange Agreement, by and among Combined Communications
Corporation of Oklahoma, Inc., Multimedia Entertainment, Inc.,
WZZM Argyle Television, Inc., Grand Rapids Argyle Television,
Inc., WGRZ Argyle Television, Inc. and Buffalo Argyle Television,
Inc. dated November 20, 1996 (the "Exchange Agreement")
incorporated by reference to Exhibit 10.1 filed with the
Company's Form 8-K dated November 20, 1996.
10.2 Amendment No. 1 to the Exchange Agreement dated as of January 28,
1997.
20 Press Release issued January 31, 1997.
<PAGE>
EXHIBIT 10.2
------------
AMENDMENT NO. 1 TO ASSET EXCHANGE AGREEMENT
This Amendment No. 1 is dated as of January 28, 1997 and amends the
Asset Exchange Agreement (the "Agreement"), dated as of November 20, 1996, by
and among Combined Communications Corporation of Oklahoma, Inc. ("Combined"),
Multimedia Entertainment, Inc. ("Multimedia"), WZZM Argyle Television, Inc.
("WZZM Argyle"), Grand Rapids Argyle Television, Inc. ("Grand Rapids Argyle"),
WGRZ Argyle Television, Inc. (WGRZ Argyle") and Buffalo Argyle Television, Inc.
("Buffalo Argyle").
Immediately prior to the closing under the Agreement, Grand Rapids
Argyle, WGRZ Argyle, and Buffalo Argyle will be merged with and into WZZM
Argyle, which will change its name to "Ohio/Oklahoma Argyle Television, Inc."
In addition, the parties anticipate that they will be assigning their rights
under the Agreement, as amended, to a person that will be a qualified
intermediary (the "QI") as that term is used in the regulations under section
1031 of the Internal Revenue Code of 1986. In order to reflect these and other
changes, the parties hereby amend the Agreement as follows.
1. Parties. The Gannett Parties acknowledge and consent to the
-------
above-described merger of Grand Rapids Argyle, WGRZ Argyle and Buffalo Argyle
into WZZM Argyle, and all references to an "Argyle Party", "Argyle", or the
"Argyle Parties" in the Agreement after such merger shall be deemed references
to WZZM Argyle.
2. Assignment. The second sentence of Section 12.9 of the Agreement
----------
is hereby amended to read as follows:
This Agreement shall not be assigned by any party hereto, except (a)
any party may assign or transfer this Agreement to any of its
affiliates or subsidiaries, (b) any party may assign its rights under
this Agreement to a QI that has been appointed pursuant to the
procedures of Section 12.15, and (c) a QI that has been assigned
rights under this Agreement may assign those rights to the assignor of
those rights.
3. Appointment of QI. Section 12.15 is hereby added to the
-----------------
Agreement, to read as follows:
In order to facilitate the exchanges contemplated by this Agreement,
the parties agree to use a qualified intermediary, as that term is
used in Regulation section 1.1031(k)-1(g)(4). The QI shall be
nominated by Gannett within ten business days of the date of Amendment
No. 1 to this Agreement. At the time of such nomination, Gannett shall
disclose to Argyle an estimate of the fee that will be charged by the
QI. The person so nominated shall be appointed the QI upon the
approval of Argyle, which approval shall not be unreasonably withheld
and shall be deemed given if Argyle does not act on the nomination
within 2 business days of notice to Argyle of the nomination. Fees
charged by the QI shall be paid equally by Gannett and Argyle.
<PAGE>
4. Escrow. Section 3.1(b) is hereby amended to read as follows:
------
In exchange for the Gannett TV Stations Assets and the assumption of
certain obligations of Gannett pursuant to Section 2.3 above, Argyle
shall, subject to Article VIII and Section 12.15 below, at the
Closing, deliver to Gannett the Argyle TV Stations Assets, and deposit
Twenty Million Dollars ($20,000,000) in cash (the "Boot") in a
qualified escrow account or a qualified trust, as those terms are used
in Regulation (S)1.1031(k)-1(g)(3) (the "Escrow Account") to be held
by an escrow agent appointed by Gannett. Any income earned by the
amount held in the Escrow Account shall be for the account of Gannett,
and any costs of the escrow agent and the Escrow Account shall be paid
by Gannett.
5. Tax Allocations. The phrase "Prior to" appearing at the
---------------
beginning of Section 3.2 is hereby changed to read "No later than 40 days
after". The phrase "which shall be attached to this Agreement on or prior to the
Closing Date" following "Schedule 3.2" in Section 3.2 is hereby changed to read
------------
"which shall be attached to this Agreement no later than 40 days after the
Closing Date."
6. Employees.
---------
(a) The parties acknowledge and agree that they have provided,
within the required time periods, the notices required to be provided in the
second sentence of section 12.3(a), the second sentence of Section 12.3(c) and
the first sentence of Section 12.3(f).
(b) Clause (i) of the last sentence of Section 12.3(a) of the
Agreement is hereby amended to read as follows:
...by reason of termination of employment pursuant to this
Agreement, except for discrimination claims based solely on the
event of termination (but not discrimination claims based on any
wrongful conduct by Argyle alleged to have occurred before the
event of termination).
(c) clause (i) of the last sentence of Section 12.3(c) of the
Agreement is hereby amended to read as follows:
...by reason of termination of employment pursuant to this
Agreement, except for discrimination claims based solely on the
event of termination (but not discrimination claims based on any
wrongful conduct by Gannett alleged to have occurred before the
event of termination).
7. Collective Bargaining Agreements. Notwithstanding any other
--------------------------------
provision in the Agreement, Argyle shall not assume any collective bargaining
agreements between Gannett and Radio and Television Broadcast Engineers, Local
No. 1224 of the International Brotherhood of Electrical Workers at television
broadcast station WLWT in Cincinnati,
-2-
<PAGE>
Ohio. Argyle shall assume any collective bargaining agreement between Gannett
and the American Federation of Television and Radio Artists and its Tri-State
Local at television broadcast station WLWT in Cincinnati, Ohio.
8. Miscellaneous. Except as otherwise expressly provided in this
-------------
Amendment No. 1, all of the terms, covenants and conditions of the Agreement
remain in full force and effect.
[signature page follows]
<PAGE>
In witness whereof, the parties have executed this Amendment No. 1 as
of the date first above written.
COMBINED COMMUNICATIONS
CORPORATION OF OKLAHOMA, INC.
By: /s/ Daniel S. Ehrman, Jr.
Title: Vice President
MULTIMEDIA ENTERTAINMENT, INC.
By: /s/ Daniel S. Ehrman, Jr.
Title: Vice President
WZZM ARGYLE TELEVISION, INC.
By: /s/ Dean H. Blythe
Title: Vice President
GRAND RAPIDS ARGYLE TELEVISION,
INC.
By: /s/ Dean H. Blythe
Title: Vice President
WGRZ ARGYLE TELEVISION, INC.
By: /s/ Dean H. Blythe
Title: Vice President
BUFFALO ARGYLE TELEVISION, INC.
By: /s/ Dean H. Blythe
Title: Vice President
-4-
<PAGE>
EXHIBIT 20
----------
For Release: January 31, 1997 Contact: Bob Marbut
10:00 a.m. CST 210-828-1700
ARGYLE TELEVISION COMPLETES EXCHANGE OF TELEVISION STATIONS
-----------------------------------------------------------
San Antonio, TX . . . Argyle Television, Inc. (NASDAQ: ARGL) today
announced that it has completed its previously announced exchange with
Gannett Broadcasting of Argyle's WZZM-TV, the ABC affiliate in Grand
Rapids, MI, and WGRZ-TV, the NBC affiliate in Buffalo, NY, for Gannett's
WLWT-TV, the NBC affiliate in Cincinnati, OH, and KOCO-TV, the ABC
affiliate in Oklahoma City, OK.
Following completion of the transaction, Argyle Television, Inc. will own
and operate network-affiliated television stations WLWT-TV, the NBC
affiliate in Cincinnati, OH; KOCO-TV, the ABC affiliate in Oklahoma City,
OK; WNAC-TV, the Fox affiliate in Providence, RI; KITV-TV, the ABC
affiliate in Honolulu, HI; WAPT-TV, the ABC affiliate in Jackson, MS; and
KHBS-TV, the ABC affiliate in Fort Smith, AR, and its satellite KHOG-TV,
the ABC affiliate in Fayetteville, AR. Argyle's Series A Common Stock
trades on the Nasdaq National Market System under the symbol "ARGL."
