<PAGE>
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15 (d) of the
Securities Exchange Act of 1934
January 13, 1998
----------------
Date of report (Date of earliest event reported)
HEARST-ARGYLE TELEVISION, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-2700 74-2717523
- ------------------ ------ ----------
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification Number)
Incorporation)
888 SEVENTH AVENUE
NEW YORK, NEW YORK 10106
------------------
(Address of Principal Executive Offices) (Zip Code)
212-649-2300
------------------
Registrant's telephone number, including area code
ITEM 5. OTHER EVENTS
------------
On January 13, 1998, Hearst-Argyle Television Inc. (the "Registrant") completed
an underwritten public offering under its existing shelf registration statement
(File No. 333-36659) of $200,000,000 aggregate principal amount of 7% Senior
Notes due 2018 (the "Debt Offering"). Reference is made to the press release,
dated January 8, 1998, annexed hereto as Exhibit 20.2, for further information
regarding the Debt Offering. Net proceeds from the Debt Offering will be used
to repay outstanding indebtedness of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(c) Exhibits
--------
<PAGE>
Exhibit No. Description of Document
----------- -----------------------
1.1 Underwriting Agreement, dated as of November 7, 1997 (incorporated
by reference to the Registrant's Current Report on Form 8-K dated
November 12, 1997).
1.2 Terms Agreement, dated as of January 8, 1998, among the Registrant
and the several Underwriters named therein, including the
Underwriting Agreement incorporated therein by reference.
4.1 Indenture, dated as of November 13, 1997, between the Registrant and
Bank of Montreal Trust Company, as trustee (incorporated by
reference to the Registrant's Current Report on Form 8-K dated
November 12, 1997).
4.2 First Supplemental Indenture, dated as of November 13, 1997, between
the Registrant and Bank of Montreal Trust Company, as trustee
(incorporated by reference to the Registrant's Current Report on
Form 8-K dated November 12, 1997).
4.3 Second Supplemental Indenture, dated as of January 13, 1998, between
the Registrant and Bank of Montreal Trust Company, as trustee.
4.4 Global Note representing $200,000,000 of 7% Senior Notes due January
15, 2018 (included as part of Exhibit 4.3).
5.1 Opinion of Rogers & Wells.
20.1 Press Release, dated January 8, 1998, announcing the Debt Offering.
23.1 Consent of Rogers & Wells (included as part of Exhibit 5.1).
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, thereunto duly authorized.
HEARST-ARGYLE TELEVISION, INC.
Date: January 13, 1998 By:/s/ Dean H. Blythe
------------------------------------
Dean H. Blythe
Senior Vice President-Corporate
Development
Secretary and General Counsel
2
<PAGE>
Exhibit 1.2
HEARST-ARGYLE TELEVISION, INC.
("COMPANY")
DEBT SECURITIES
TERMS AGREEMENT
---------------
January 8, 1998
To: J.P. Morgan Securities Inc.,
as Representative of the Underwriters identified herein
Dear Sirs:
The undersigned agrees to sell to the several Underwriters named in
Schedule A hereto for their respective accounts, and the Underwriters agree to
purchase, on and subject to the terms and conditions of the Underwriting
Agreement dated November 7, 1997 (the "Underwriting Agreement"), the following
securities (the "Offered Securities") on the following terms:
TITLE: 7% Senior Notes due January 15, 2018.
PRINCIPAL AMOUNT: $200,000,000.
INTEREST: 7% per annum, from January 13, 1998, payable semiannually on
July 15 and January 15, commencing July 15, 1998, to holders of record on the
preceding July 1 or January 1, as the case may be.
MATURITY: January 15, 2018.
OPTIONAL REDEMPTION: The Offered Securities will be redeemable as a whole
or in part, at the option of the Company at any time, at a redemption price
equal to the greater of (i) 100% of their principal amount or (ii) the sum of
the present values of the remaining scheduled payments of principal and interest
thereon discounted to the date of redemption on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Yield plus 15
basis points, plus accrued interest to the date of redemption.
SINKING FUND: None.
LISTING: None.
DELAYED DELIVERY CONTRACTS: None.
<PAGE>
DENOMINATIONS: $1,000
RATING: Baa3/BBB-
RANK: The Offered Securities will be unsubordinated and unsecured
obligations of the Company ranking parri passu with all existing and future
unsubordinated and unsecured obligations of the Company.
PURCHASE PRICE: 98.012% of principal amount, plus accrued interest, if
any, from January 13, 1998.
EXPECTED REOFFERING PRICE: 98.887% of principal amount, subject to change
by the Representative.
CLOSING: 9:00 A.M. on January 13, 1998, at Rogers & Wells, 200 Park
Avenue, New York, NY 10166, in Federal (same day) funds.
SETTLEMENT AND TRADING: Book-Entry Only via DTC. The Offered Securities
will trade in DTC's Same Day Funds Settlement System.
BLACKOUT: None.
NAME AND ADDRESS OF REPRESENTATIVE: J.P. Morgan Securities Inc., 60 Wall
Street, New York, NY 10260.
The respective principal amounts of the Offered Securities to be purchased
by each of the Underwriters are set forth opposite their names in Schedule A
hereto.
The provisions of the Underwriting Agreement are incorporated herein by
reference.
For purposes of Section 6 of the Underwriting Agreement, the only
information furnished to the Company by any Underwriter for use in the
Prospectus consists of the following information in the Prospectus: (i) the last
paragraph at the bottom of the prospectus supplement cover page concerning the
terms of the offering by the Underwriters; (ii) the legend concerning over-
allotments and stabilizing on the inside front cover page of the prospectus
supplement; (iii) all paragraphs and tabular information under the caption
"Underwriting" in the prospectus supplement, except for the first, second and
fifth paragraphs thereunder; (iv) the disclosure under the caption "Notice to
Canadian Residents"in the prospectus supplement; and (v) the names of the
Underwriters contained on the cover page and on the back coverage of the
prospectus supplement.
T-2
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to the Company one of the counterparts hereof, whereupon
it will become a binding agreement between the Company and the several
Underwriters in accordance with its terms.
Very truly yours,
J.P. MORGAN SECURITIES INC.
By: /s/ Margaret Brody
-----------------------------
Name: Margaret Brody
Title: Managing Director
Acting on behalf of itself and as the
Representative of the several Underwriters.
The foregoing Terms Agreement
is hereby confirmed and accepted
as of the date first above written.
HEARST-ARGYLE TELEVISION, INC.
By: /s/ Dean H. Blythe
---------------------------
Name: Dean H. Blythe
Title: Senior Vice President/Corporate
Development, General Counsel and Secretary
T-3
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
UNDERWRITER 2018 NOTES
------------ -------------------
<S> <C>
J.P. Morgan Securities Inc.................... $ 50,000,000
Credit Suisse First Boston Corporation........ 50,000,000
Morgan Stanley & Co. Incorporated............. 50,000,000
Salomon Brothers Inc.......................... 50,000,000
------------
Total...................................... $200,000,000
============
</TABLE>
T-4
<PAGE>
Exhibit 4.3
-------------------------------------------------------
HEARST-ARGYLE TELEVISION, INC.
And
BANK OF MONTREAL TRUST COMPANY
Trustee
---------------------------------------------------------
Second Supplemental Indenture
Dated as of January 13, 1998
to Indenture
Dated as of November 13, 1997
---------------------------------------------------------
Relating to
$200,000,000 7% Senior Notes due January 15, 2018
---------------------------------------------------------
<PAGE>
SECOND SUPPLEMENTAL INDENTURE, dated as of January 13, 1998 ("Second
Supplemental Indenture"), to the Indenture, dated as of November 13, 1997,
between HEARST-ARGYLE TELEVISION, INC., a corporation duly organized and
existing under the laws of the State of Delaware (hereinafter called the
"Company"), having its principal office at 888 Seventh Avenue, New York, New
York 10106, and BANK OF MONTREAL TRUST COMPANY, a corporation duly organized
and existing under the laws of the State of New York, as Trustee hereunder
(hereinafter called the "Trustee"), having its Corporate Trust Office at 88 Pine
Street, 19th Floor, New York, New York 10005.
RECITALS OF THE COMPANY
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture, dated as of November 13, 1997 (the "Indenture"), providing for the
issuance from time to time of its unsecured debentures, notes or other evidences
of indebtedness (the "Securities") to be issued in one or more series as therein
provided;
WHEREAS, Section 9.1 of the Indenture provides that the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into an indenture supplemental to the Indenture
without the consent of any Holders (as defined in the Indenture) to establish
the form or terms of Securities of any series;
WHEREAS, the Company has duly authorized the creation of an issue of its
Securities to be known as the 7% Senior Notes due January 15, 2018 (the "Notes")
and to provide therefor, the Company has duly authorized the execution and
delivery of this Second Supplemental Indenture; and
WHEREAS, all things necessary to make the Notes, when executed by the
Company and authenticated and delivered in accordance with Section 3.3 of the
Indenture and duly issued by the Company, the valid obligations of the Company,
and to make this Second Supplemental Indenture a valid agreement of the Company,
in accordance with their and its terms, have been done;
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Notes by
the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes as follows:
-1-
<PAGE>
1. Definitions.
-----------
a. Terms.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes, as the case may be.
"Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third Business Day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (A) the average
of the five Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such Quotations.
"Independent Investment Banker" means J.P. Morgan Securities Inc. or,
if such firm is unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee.
"Reference Treasury Dealer" means (i) J.P. Morgan Securities Inc.,
Credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated and
Salomon Brothers Inc and their respective successors, provided, however, that if
any of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer, and (ii) any other Primary
Treasury Dealer selected by the Trustee after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
-2-
<PAGE>
"Treasury Yield" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
b. Capitalized terms used but not defined in this Second Supplemental
Indenture shall have the meanings ascribed to them in the Indenture.
c. References in this Second Supplemental Indenture to section numbers
shall be deemed to be references to section numbers of this Second Supplemental
Indenture unless otherwise specified.
d. In the case of capitalized terms defined in this Second Supplemental
Indenture that are also defined in the Indenture, the meanings ascribed to such
terms in this Second Supplemental Indenture shall apply with respect to the
Notes.
2. The Securities.
--------------
a. In accordance with Section 3.1, there is hereby created a series of
Securities under the Indenture with the following terms:
i. the title of the series of Securities created hereby is the " 7%
Senior Notes due January 15, 2018";
ii. the aggregate principal amount of the Notes which may be
authenticated and delivered (except for Notes authenticated and delivered upon
registration or transfer of, or in exchange for, or in lieu of, other Notes
pursuant to Sections 3.4, 3.5 or 3.6 of the Indenture) is limited to
$200,000,000;
iii. the principal of the Notes shall be payable on January 15, 2018
unless earlier repaid in accordance with the Indenture, as modified by this
Second Supplemental Indenture;
iv. the Notes shall accrue interest at the rate of 7% per annum
(computed on the basis of a 360-day year consisting of twelve 30-day months),
and interest on the Notes will accrue from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, or
if no interest has been paid, from January 13, 1998, as the case may be, and
will be payable in cash semi-annually in arrears on July 15 and January 15 of
each year (the "Interest Payment Dates"), commencing on July 15, 1998, to the
Holders of record on the immediately preceding July 15 and January 15,
respectively (the "Regular Record Dates"), until principal thereof is paid or
duly provided for. Interest on any overdue principal or premium shall be payable
on demand;
-3-
<PAGE>
v. the Place of Payment of the Notes, and the place where the Notes may
be surrendered for registration of transfer and where the Notes may be
surrendered for exchange and where notices or demands may be served to or upon
the Company with respect to the Notes, shall be the Corporate Trust Office of
the Trustee in the City of New York, New York, which office on the date hereof
is located at 88 Pine Street, 19th Floor, New York, New York 10005;
vi. the Notes shall be issuable only in denominations of $1,000
principal amount and any integral multiple thereof;
vii. payment of the principal of (and premium, if any) or interest on
the Notes shall be denominated and payable only in Dollars;
viii. except as stated in this Second Supplemental Indenture, the Notes
do not contain any provisions granting special rights to the Holders thereof;
ix. with respect to the Notes, there shall not be any deletions from,
modifications of, or additions to the Events of Default or covenants of the
Company set forth in the Indenture;
x. no portion of the Notes is convertible into Common Stock or Preferred
Stock; and
xi. the additional provisions set forth below in Sections 3 through 10
shall apply to the Notes.
b. All of the covenants, agreements and provisions of this Second
Supplemental Indenture shall be deemed to be and construed as part of the
Indenture to the same extent as if fully set forth verbatim therein and shall be
fully enforceable in the manner provided in the Indenture. To the extent not
expressly amended or modified by this Second Supplemental Indenture, the
Indenture shall remain in full force and effect.
3. Optional Redemption.
-------------------
a. The Notes will be redeemable, as a whole or in part, at the option of
the Company at any time, at a redemption price equal to the greater of:
i. 100% of their principal amount; or
ii. as determined by an Independent Investment Banker, the sum of the
present values of the remaining scheduled payments of principal and interest
thereon discounted to the date of redemption on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Yield plus 15
basis points, plus accrued interest to the date of redemption.
-4-
<PAGE>
b. Interest will cease to accrue on the Notes (or any portion thereof),
if so called for redemption.
c. The Notes are not subject to any sinking fund.
d. Holders of Notes to be redeemed will receive notice thereof by first-
class mail at least 30 and not more than 60 days prior to the date fixed for
redemption.
e. Unless the Company defaults in the payment of the redemption price, on
or after the applicable redemption date, interest will cease to accrue on Notes
or portions thereof called for redemption.
4. Book-Entry System.
-----------------
The Notes will be represented by one or more Global Securities registered
in the name of Cede & Co., the nominee of The Depository Trust Company (the
"Depositary"). The Depository is a limited-purpose trust company organized under
the New York Banking Law, a "banking organization" within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Depositary holds securities that its participants (the
"Direct Participants") deposit with the Depository. The Depositary also
facilitates the settlement among Direct Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in the Direct Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. The Depositary is owned
by a number of its Direct Participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to the Depositary's system is also available to other
securities brokers and dealers, banks and trust companies that clear through, or
maintain a custodial relationship with, a Direct Participant, either directly or
indirectly (the "Indirect Participants," and together with the Direct
Participants, the "Participants"). The rules applicable to the Depositary and
its Participants are on file with the U.S. Securities and Exchange Commission.
Purchases of the Notes within the Depositary's system must be made by or
through Direct Participants, which will receive a credit for the Notes on the
Depositary's records. The ownership interest of each actual purchaser of each
Note (a "Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' respective records. Beneficial Owners will not receive written
confirmation from the Depositary of their purchase, but Beneficial Owners are
expected to receive written confirmations providing details of the transaction,
as well as periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the
-5-
<PAGE>
transaction. Transfers of ownership interest in the Notes are to be accomplished
by entries made on the books of Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their
ownership interest in Notes except in the event that use of the book-entry
system for the Notes is discontinued.
To facilitate subsequent transfers, all Notes deposited by Direct
Participants with the Depositary will be registered in the name of Cede & Co.
The deposit of the Notes with the Depositary and their registration in the name
of Cede & Co. effect no change in beneficial ownership. The Depositary has no
knowledge of the actual Beneficial Owners of the Notes; the Depositary's records
reflect only the identity of the Direct Participants to whose accounts such
Notes are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by the Depositary to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than all of the
Notes are being redeemed, the Depositary's practice is to determine by lot the
amount of the interest of each Direct Participant in such series to be redeemed.
Neither the Depositary nor Cede & Co. will consent or vote with respect to
the Notes. Under its usual procedures, the Depositary mails an omnibus proxy
(an "Omnibus Proxy") to the Participants as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to
those Direct Participants to whose accounts the Notes are credited on the record
date (identified in a listing attached to the Omnibus Proxy).
Principal, redemption premium, if any, and interest payments on the Notes
will be made to the Depositary. The Depositary's practice is to credit Direct
Participants' accounts on the relevant payment date in accordance with their
respective holdings shown on the Depositary's records unless the Depositary has
reason to believe that it will not receive payment on such payment date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities for the
accounts of customers in bearer form or registered in "street-name," and will be
the responsibility of such Participant and not of the Depositary, the
Underwriters, or the Company, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal,
redemption premium, if any, and interest to the Depositary is the responsibility
of the Company or the respective trustees. Disbursement of such payments to
Direct Participants is the responsibility of the Depositary, and disbursement of
such payments to the Beneficial
-6-
<PAGE>
Owners is the responsibility of Direct and Indirect Participants. Registered
Global Securities will settle in immediately available funds in the secondary
trading market. No assurance can be given as to the effect, if any, of
settlement in immediately available funds on trading activity in the Notes.
The Depositary may discontinue providing its services as securities
depository with respect to the Notes at any time by giving reasonable notice to
the Company. Under such circumstances and in the event that a successor
securities depository is not obtained, Notes certificates are required to be
printed and delivered. In addition, the Company may decide to discontinue use
of the system of book-entry transfers through the Depositary (or a successor
securities depository). In that event, Notes certificates will be printed and
delivered.
The Company will not have any responsibility or obligation to Participants
or the persons for whom they act as nominees with respect to the accuracy of the
records of the Depositary, its nominee or any Direct or Indirect Participant
with respect to any ownership interest in the Notes, or with respect to payments
to or providing of notice for the Direct Participants, the Indirect Participants
or the Beneficial Owners.
The form of the Notes is attached hereto as Exhibit A.
5. Conflict with Trust Indenture Act.
---------------------------------
If any provision of the Indenture, as modified by the Second Supplemental
Indenture, limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under Trust Indenture Act to be part of and
govern the Indenture, as modified by the Second Supplemental Indenture, the
latter provision shall control. If any provision of the Indenture, as modified
by this Second Supplemental Indenture, modifies or excludes any provision of the
Trust Indenture Act that may be so modified or excluded, the latter provision
shall be deemed to apply to the Indenture, as modified this Second Supplemental
Indenture, as so modified by or to be excluded, as the case may be.
6. CUSIP Numbers.
-------------
The Company in issuing the Notes may use "CUSIP" numbers (if then generally
in use), and, if so, the Trustee shall use CUSIP numbers in notices of
redemption as a convenience to the Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers.
-7-
<PAGE>
7. No Recourse Against Others.
--------------------------
No recourse shall be had for the payment of the principal of (or premium,
if any) or interest, if any, on the Notes, the Indenture or this Second
Supplemental Indenture, or any part hereof or thereof, or for any claim based
hereon or thereon or otherwise in respect hereof or thereof, or of the
indebtedness represented hereby or thereby, or upon any obligation, covenant or
agreement under the Notes, the Indenture or this Second Supplemental Indenture,
against, and no personal liability whatsoever shall attach to, or be incurred
by, any incorporator, shareholder, officer or director, as such, past, present
or future, of (i) the Company or (ii) any predecessor or successor corporation
(either directly or through the Company or a predecessor or successor
corporation), whether by virtue of any constitutional provision, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise. Each
Holder by accepting a Note waives and releases all such liability. Such waiver
and release are part of the consideration for the issuance of the Notes.
8. Counterparts.
------------
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
9. Effect of Headings.
------------------
The section headings herein are for convenience only and shall not affect
the construction hereof.
10. Effectiveness.
-------------
This Second Supplemental Indenture shall become effective in accordance
with the provisions of Article IX of the Indenture.
-8-
<PAGE>
IN WITNESS WHEREOF, parties hereto have caused this Second Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
[SEAL] HEARST-ARGYLE TELEVISION, INC.
By: /s/ Dean H. Blythe
---------------------------------------
Name: Dean H. Blythe
Title: Senior Vice President/Corporate
Development, General Counsel and
Secretary
[SEAL] BANK OF MONTREAL TRUST COMPANY
By: /s/ Amy Roberts
---------------------------------------
Name: Amy Roberts
Title: Vice President
-9-
<PAGE>
CUSIP 422317AC1
HEARST-ARGYLE TELEVISION, INC.
$200,000,000 7% SENIOR NOTES DUE JANUARY 15, 2018
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (HEREINAFTER "DTC"), TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF HAS AN INTEREST HEREIN.
PRINCIPAL AMOUNT: Two Hundred Million Dollars ($200,000,000)
MATURITY DATE: January 15, 2018
ISSUE DATE: January 13, 1998
INTEREST RATE: 7%
CUSIP: 422317AC1
INTEREST PAYMENT DATES: July 15 and January 15, commencing
July 15, 1998
REGULAR RECORD DATES: July 1 and January 1
<PAGE>
Hearst-Argyle Television, Inc., a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to)(capitalized terms
used but not defined herein shall have the meanings ascribed to them in the
Indenture), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of $200,000,000 Dollars on January 15,
2018 and to pay interest thereon from January 13, 1998 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on July 15 and January 15 in each year, commencing July 15, 1998,
at the rate of 7% per annum, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security is registered at the close of
business on the Regular Record Date for such interest, which shall be the July 1
or January 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
special record date (a "Special Record Date") to be fixed by the Company for the
payment of such defaulted interest, notice whereof shall be given to Holders of
Securities of this series not less than 15 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in New York, New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of November 13, 1997 (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and Bank of Montreal Trust Company (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture, all indentures
supplemental thereto or Board Resolutions with respect thereto for a statement
of the respective rights, limitations or rights, duties and immunities
thereunder
-2-
<PAGE>
of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $200,000,000.
The Securities of this series are subject to redemption prior to the Stated
Maturity upon not less than 30 days' notice by mail, at any time, as a whole or
in part, at the election of the Company, at a redemption price equal to the
greater of (i) 100% of the principal amount of such Securities or (ii) as
determined by an Independent Investment Banker (as defined below), the sum of
the present values of the remaining scheduled payments of principal and interest
thereon discounted to the redemption date on a semiannual basis (assuming a 360-
day year consisting of twelve 30-day months) at the Treasury Yield plus fifteen
(15) basis points, plus, in each case, accrued interest thereon to the date of
redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.
"Comparable Treasury Price" means, with respect to any redemption date, (A)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (B) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (I) the average
of the five Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such reference Treasury Dealer Quotations, or
(II) if the Trustee obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such Quotations.
"Independent Investment Banker" means J.P. Morgan Securities Inc. or, if
such firm is unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee.
"Reference Treasury Dealer" means (i) J.P. Morgan Securities Inc., Credit
Suisse First Boston, Morgan Stanley & Co. Incorporated and Salomon Brothers Inc
and their respective successors, provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by
the Trustee after consultation with the Company.
-3-
<PAGE>
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of the Securities to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Securities or
portions thereof called for redemption.
In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or of certain restrictive covenants with respect
to this Security, in each case upon compliance with certain conditions set forth
in the Indenture.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of at least a majority in aggregate principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of at least a majority
in aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past Defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
-4-
<PAGE>
As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in aggregate
principal amount of the Securities of this series at the time Outstanding shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and offer
of indemnity. The foregoing shall not apply to any suit instituted by the
Holder of this Security for the enforcement of any payment of principal hereof
or any premium or interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency designated by the Company for Securities of this series, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company or any registrar with respect to Securities of this series duly
executed by the Holder hereof or its attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person
-5-
<PAGE>
in whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security is overdue, and none of the Company, the Trustee or
any such agent shall be affected by notice to the contrary.
The Securities shall be governed by and construed in accordance with the
laws of the State of New York.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: January 13, 1998 HEARST-ARGYLE TELEVISION, INC.
By:__________________________
Name:________________________
Title:_______________________
Attest:
By:__________________________
Name:________________________
Title:_______________________
-6-
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the securities of the series designated herein referred to
in the within-mentioned Indenture.
BANK OF MONTREAL TRUST COMPANY
as Trustee
By:
Name: ____________________________
Authorized Signatory
-7-
<PAGE>
FORM OF ASSIGNMENT
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM --as tenants in common
TEN ENT --as tenants by the entireties
JT TEN --as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT --___________ Custodian ___________
(Cust) (Minor)
under Uniform Gifts to Minors Act _____________________
(State)
Additional abbreviations may also be used though not in the above list.
_____________________________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
[Please insert Social Security or other identifying number of assignee]
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing __________________ attorney to transfer said Security on the
books of the Company, with full power of substitution in the premises.
Dated: , 1998
NOTICE: The signature to this assignment must correspond with the name as
written on the face of the within instrument in every particular, without
alteration or enlargement, or any change whatever.
-8-
<PAGE>
EXHIBIT 5.1
Rogers & Wells
200 Park Avenue
New York, NY 10166
(212) 878-8000
Fax: (212) 878-8375
Washington, D.C. - London - Paris - Frankfurt - Hong Kong
January 13, 1998
Hearst-Argyle Television, Inc.
888 Seventh Avenue
New York, New York 10106
Re: Hearst-Argyle Television, Inc.
Registration Statement on Form S-3 (File No. 333-36659)
-------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Hearst-Argyle Television, Inc., a Delaware
corporation (the "Company"), in connection with the issuance and sale by the
Company to the underwriters named below of $200 million aggregate principal
amount of the Company's 7% Senior Notes due 2018 (the "Debt Securities"). The
offering of the Debt Securities is being made pursuant to the Company's
Registration Statement on Form S-3 (as amended, and including a prospectus
supplement filed pursuant to Rule 424 of the Securities Act of 1933, as amended,
the "Registration Statement") which relates to the offer and sale by the Company
from time to time of up to 11,500,000 shares of its Series A Common Stock, par
value $.01 per share, and up to $600,000,000 aggregate principal amount of debt
securities.
The Debt Securities are being sold pursuant to that certain Terms
Agreement, dated January 8, 1998 (the "Terms Agreement"), which incorporates the
terms and conditions of the Underwriting Agreement (the "Underwriting
Agreement") among J.P. Morgan Securities, Inc., Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated and Salomon Brothers Inc, as the
underwriters named in such Terms Agreement (the "Underwriters"), and the
Company, dated as of November 7, 1997, relating to the purchase by the
Underwriters, severally and not jointly, from the Company, subject to the Terms
Agreement, of the Debt Securities. It is contemplated that the Debt Securities
will be issued pursuant to an indenture (the "Indenture"), dated November 13,
1997 between the Company and Bank of Montreal Trust Company, as Trustee (the
"Trustee"), as supplemented by that certain First Supplemental Indenture, dated
November 13, 1997 and by that certain
<PAGE>
Hearst-Argyle Television, Inc. 2 January 13, 1998
Second Supplemental Indenture, dated January 13, 1998 by and between the Company
and the Trustee (collectively, the "Indenture").
We have examined such documents, records, and matters of law as we
have deemed necessary for purposes of this opinion. In examining all such
documents, we have assumed the genuineness of all signatures, the authenticity
of all documents purporting to be originals, and the conformity to the
respective originals of all documents purported to be copies. In rendering the
foregoing opinions, we have relied as to certain factual matters upon
certificates of officers of the Company, and we have not independently verified
the accuracy of the statements contained therein. Based on such examination and
on the assumptions set forth below, we are of the opinion that:
1. The Debt Securities have been duly authorized by the Company and,
when executed, authenticated, issued and delivered in the manner
provided in the Indenture against payment of the consideration
therefor specified in the Terms Agreement, will be entitled to the
benefits of the Indenture, and will be valid and legally binding
obligations of the Company, enforceable in accordance with their
terms, except as enforceability may be limited by bankruptcy,
reorganization, moratorium, insolvency or similar laws affecting
creditors' rights generally, including without limitation,
applicable fraudulent transfer laws, and general principles of
equity, including without limitation, concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether
the enforceability of such rights or the availability of such
remedies is considered in a proceeding in equity or at law).
In rendering the foregoing opinion, our examination of matters of law
has been limited to the laws of the State of New York, the General Corporation
Law of the State of Delaware, and the federal laws of the United States of
America, as in effect on the date hereof.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. This opinion has been prepared
solely for your use in connection with the filing of the Form 8-K on January 13,
1998 and incorporation by reference into the Registration Statement, and should
not be quoted in whole or in part or otherwise be referred to, nor otherwise be
filed with or furnished to any governmental agency or other person or entity,
without our express prior written consent.
<PAGE>
Hearst-Argyle Television, Inc. 3 January 13, 1998
We hereby consent to the filing of this opinion as an exhibit to the
Form 8-K and incorporation by reference into the Registration Statement and to
the use of our name therein under the caption "Legal Matters."
Very truly yours,
/s/ Rogers & Wells
<PAGE>
EXHIBIT 20.1
[HEARST-ARGYLE Television, Inc. Letterhead]
NEWS Contact: Thomas W. Campo
(212) 887-6827
HEARST-ARGYLE TELEVISION ANNOUNCES PUBLIC OFFERING OF
$200 MILLION OF SENIOR NOTES DUE JANUARY 15, 2018
NEW YORK, N.Y., January 8, 1998--Hearst-Argyle Television, Inc. (NASDAQ: HATAV)
announced today a public offering under its existing shelf registration
statement of $200 million principal amount of 7% Senior Notes due January 15,
2018, priced at 98.887% of par.
J.P. Morgan & Co. is acting as lead underwriter, and Credit Suisse
First Boston, Morgan Stanley Dean Witter and Salomon Smith Barney are acting as
co-managers.
Proceeds from the offering will be used to repay existing indebtedness
of the Company.
The Hearst-Argyle television stations reach approximately 11.5 percent
of U.S. TV households and comprise the third largest non-network owned
television station group in the United States in terms of audience delivered.
Hearst-Argyle Television, Inc. owns and operates network affiliated
television stations WCVB-TV, the ABC affiliate in Boston, MA; WTAE-TV, the ABC
affiliate in Pittsburgh, PA; WBAL-TV, the NBC affiliate in Baltimore, MD; WLWT-
TV, the NBC affiliate in Cincinnati, OH: WISN-TV, the ABC affiliate in
Milwaukee, WI; KMBC-TV, the ABC affiliate in Kansas City, MO; KOCO-TV, the ABC
affiliate in Oklahoma City, OK; WNAC-TV, the Fox affiliate in Providence, R.I.;
WDTN-TV, the ABC affiliate in Dayton, OH; 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.
Hearst-Argyle Television also owns and operates Hearst-Argyle
Television Productions, which is engaged in the production of programming for
cable networks and broadcast stations. In addition, Hearst-Argyle Television
provides management services for WWWB-TV, the WB affiliate in Tampa, FL; WPBF-
TV, the ABC affiliate in West Palm Beach, FL; KCWB-TV, the WB affiliate in
Kansas City, MO; and two radio stations, WBAL-AM and WTYY-FM, Baltimore. These
managed stations, other than KCWB, which is operated through a local marketing
agreement, are owned by The Hearst Corporation, which is privately held.
<PAGE>
In accordance with an order of the Federal Communications Commission,
WNAC-TV in Providence, R.I., will be divested because of an overlap with WCVB-TV
in Boston, MA; and WDTN-TV in Dayton, OH, will be divested because of an overlap
with WLWT-TV in Cincinnati, OH.
Heart-Argyle Television's Series A Common Stock trades on the NASDAQ
National Market under the trading symbol "HATV."
Copies of the prospectus relating to these securities may be obtained
by contacting J.P. Morgan & Co., 60 Wall Street, New York, N.Y. 10260 (212/648-
0517); Credit Suisse First Boston, 11 Madison Avenue, New York, N.Y. 10010
(212/325-2580); Morgan Stanley Dean Witter, 1585 Broadway, New York, N.Y.
10036(212/761-6775); and Salomon Smith Barney, 7 World Trade Center, New York,
N.Y. 10038 (718/567-2005).
