<PAGE>
As filed with the Securities and Exchange Commission
on October 8, 1998.
Registration No. 333-61101
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
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 Identification No.)
incorporation or organization)
Dean H. Blythe
888 Seventh Avenue Senior Vice President--Corporate Development,
New York, New York 10106 Secretary and General Counsel
(212)649-2000 Hearst-Argyle Television, Inc.
(address, including zip code, and 888 Seventh Avenue
telephone number, including are code, of New York, New York 10106
registrant's principal executive offices) (212) 649-2307
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
With copies to:
Steven A. Hobbs, Esq.
Bonnie A. Barsamian, Esq.
Rogers & Wells LLP
200 Park Avenue
New York, New York 10166-0153
(212) 878-8000
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. |_|
<TABLE>
<CAPTION>
Calculation of Registration Fee
==================================================================================================================================
Proposed maximum Proposed maximum
Title of each class of securities Amount to be offering price per aggregate offering Amount of
to be registered registered unit(1) price(1) registration fee
<S> <C> <C> <C> <C>
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Debt Securities.................. $100,000,000(2)(3)(4) (4)(5) (4)(5) (4)(5)
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Series A Common stock, 5,768,000 shares (6) (4)(5) (4)(5) (4)(5)
$.01 par value per share........ 791,705 shares (4)(6)
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Debt Securities(10).............. $1,000,000,000(7) $1,000,000,000(7)(8) $1,000,000,000(1) $295,000
Common Stock(10)................. (7)(8)(9) (11)
Preferred Stock(10)..............
Warrants.........................
===================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act.
(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 $100,000,000 or the equivalent thereof in foreign
denominated currencies or composite currencies.
(3) In U.S. dollars or the equivalent thereof in foreign denominated currencies
or composite currencies.
(4) Indicates that such securities are being carried forward from the
Registrant's Registration Statement on Form S-3 (Registration No.
333-36659) pursuant to Rule 429 under the Securities Act.
(5) Filing fee previously paid in connection with the Registrant's Registration
Statement on Form S-3 (Registration No. 333-36659).
(6) Represents shares to be sold by certain selling stockholders of the
Company.
(7) In U.S. dollars or the equivalent thereof in any other currency, currency
unit or units or composite currency or currencies. Such amount represents
the aggregate offering price of the securities registered hereunder and the
exercise price of any securities issuable upon exercise of warrants. If any
securities are issued at an original issue discount, then such greater
amount as shall result in an aggregate initial offering price of
$1,000,000,000.
(8) Not specified as to each class of securities to be registered, pursuant to
General Instruction II.D. of Form S-3.
(9) The number of shares of Common Stock registered hereunder is limited to
that which is permissible under Rule 415(a)(4) of the Securities Act
of 1933.
(10) Also includes such indeterminate number of shares of Preferred Stock and
Common Stock as may be issued upon conversion of or exchange for any Debt
Securities, or Preferred Stock that provides for conversion or exchange
into other securities.
(11) Previously Paid.
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. Pursuant to Rule 429 under the Securities Act, the Prospectus
contained in this Registration Statement also relates to the Registrant's
Registration Statement on Form S-3 (Registration No. 333-36659).
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<PAGE>
PROSPECTUS
HEARST-ARGYLE TELEVISION, INC.
$100,000,000 Debt Securities
5,768,000 Shares Series A Common Stock
$1,000,000,000
Debt Securities
Common Stock
Preferred Stock
Warrants
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 $100,000,000 (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) 5,768,000 shares of Series A Common
Stock, par value $.01 per share ("Series A Common Stock"). The Debt Securities
and the Series A Common Stock may be issued as units and in any combination.
The Company may also issue, from time to time, together or separately, in
separate series or issuances at an aggregate initial public offering price not
to exceed $1,000,000,000 or, if applicable, the equivalent thereof in other
currencies, at prices and on terms to be determined at the time or times of
offering, (i) Debt Securities; (ii) shares of its Common Stock, including, but
not limited to, Series A Common Stock (the "Common Stock"); (iii) shares of its
Preferred Stock (the "Preferred Stock"); and, (iv) warrants or other rights to
purchase Debt Securities, Common Stock or Preferred Stock, or any combination
thereof, as may be designated by the Company at the time of the offering
("Warrants") in amounts, at prices and on terms to be determined at the time of
the offering. The Debt Securities, Common Stock, Preferred Stock and Warrants
are collectively called the "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; (ii) in the case of
Common Stock, the number of shares and the terms of the offering and sale
thereof and any listing on a national securities exchange; (iii) in the case of
Preferred Stock, the number of shares, the specific title, the aggregate amount,
any dividend (including the method of calculating payment of dividends),
seniority, liquidation, redemption, voting and other rights, any terms for any
conversion or exchange into other Securities, any listing on a securities
exchange, the initial public offering price and any other terms; and, (iv) in
the case of Warrants, the designation and number, the exercise price, any
listing of the Warrants or the underlying Securities on a securities exchange
and any other terms in connection with the offering, sale and exercise of the
Warrants. The Series A Common Stock is currently listed on the New York Stock
Exchange Inc. (the "NYSE"). The Company contemplates making an application for
the quotation of any additional issuances of Series A Common Stock on the NYSE
or on any other national securities exchange on which the Series A Common Stock
may then be listed.
See Risk Factors commencing on page 9 for a description of certain factors
that should be considered in connection with an investment in the Securities
offered hereby.
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."
Prior to issuance there will have been no market for the Securities other
than the Series A Common Stock, and there can be no assurance that a secondary
market for any of such 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 9, 1998.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to any registration or qualification of these securities laws under the
securities laws of any such state.
2
<PAGE>
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 Citicorp 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
currently listed on the New York Stock Exchange. In addition, such materials may
also be inspected and copied at the offices of the New York Stock Exchange, Inc.
at 20 Broad Street, New York, New York 10005. 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.
In connection with a Prospectus dated October 17, 1997, the Company filed
with the Commission a registration statement on Form S-3 (Registration No.
33-36659) (herein, together with all amendments and exhibits, referred to as the
"First Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"). In connection with this Prospectus, the Company has
filed another Registration Statement on Form S-3 (herein, together with all
amendments and exhibits, referred to as the "Registration Statement," and
together with the First Registration Statement, the "Registration Statements")
under the Securities Act. As permitted by the Securities Act Rules, this
Prospectus meets the requirements for use in connection with the securities
covered by both Registration Statements. This Prospectus does not contain all
the information set forth in the Registration Statements, 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 Statements.
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 Statements or
such other document. Copies of the Registration Statements and the exhibits and
schedules thereto may be examined without charge at the Commission's principal
offices or copies of such materials can be obtained at prescribed rates in the
manner described above.
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, 1997; (ii) Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998; (iii) Quarterly Report
on Form 10-Q for the quarter ended June 30, 1998; (iv) Current Report on Form
8-K filed on January 13, 1998; (v) Current Report on Form 8-K filed on
3
<PAGE>
March 31, 1998; (vi) Current Report on Form 8-K filed on May 27, 1998; (vii)
Current Report on form 8K filed on September 17, 1998; (viii) Current Report on
Form 8-K filed on September 29, 1998; (ix) description of the Company's Series A
Common Stock contained in the Company's Registration Statement on Form 8-A/A
filed on July 14, 1998; and, (x) all documents filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering of the
Securities.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents which are incorporated herein by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
directed to Hearst-Argyle Television, Inc., 888 Seventh Avenue, New York, New
York 10106, Attention: Corporate Secretary (tel. (212) 649-2300).
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.
FORWARD-LOOKING INFORMATION
Certain information both included and incorporated by reference in this
Prospectus may contain forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act, and as such may
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company to be materially
different from future results, performance or achievements expressed or implied
by such forward-looking statements. Forward-looking statements, which are based
on certain assumptions and describe future plans, strategies and expectations
are generally identifiable by use of the words "may," "will," "should,"
"expect," "anticipate," "estimate," "believe," "intend" or "project" or the
negatives thereof or other variations thereon or comparable terminology. The
following important factors, in addition to those discussed elsewhere in this
Prospectus and in the documents that are incorporated by reference, could affect
the future results of the Company and could cause those results to differ
materially from those expressed in each forward-looking statement: material
adverse changes in economic conditions in the markets served by the Company;
future regulatory actions and conditions in the television stations or their
operating areas; the possibility that currently unanticipated difficulties may
arise in integrating the operations of two newly acquired television stations or
companies; and competition from others in the broadcast television and newspaper
markets served by the businesses.
4
<PAGE>
THE COMPANY
The Company owns or manages 15 network-affiliated television stations
reaching approximately 11% of U.S. television households. The Company is the
largest "pure-play" publicly owned television broadcast company in the U.S. and
is the fourth-largest, non-network owned television group. 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 "Hearst Transaction").
In that transaction, Hearst contributed its television broadcast group and
related broadcast operations (the "Hearst 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. On July
2, 1998 (and effective as of June 1, 1998 for accounting purposes), the Company
completed a tax-deferred exchange with STC Broadcasting, Inc. and certain
related entities (collectively, "STC") whereby the Company exchanged its
television stations WNAC-TV, Providence, Rhode Island and WDTN-TV, Dayton, Ohio
for STC's television stations KSBW-TV, Monterey-Salinas, California, and
WPTZ-TV/WNNE-TV, Burlington, Vermont/Plattsburgh, New York (the "STC Swap").
On May 25, 1998, the Company announced its agreement to purchase the
television and radio business operations of Pulitzer Publishing Company
("Pulitzer") in exchange for shares of the Company's Series A Common Stock worth
$1.15 billion, subject to certain closing adjustments (the "Pulitzer
Transaction"). In the Pulitzer Transaction, Pulitzer will contribute all of its
publishing assets and the net proceeds of $700 million of new debt into a new
subsidiary (Pulitzer Inc.), and distribute shares of capital stock of Pulitzer
Inc. to the current stockholders of Pulitzer. Pulitzer, with its remaining
broadcast operations, will then be merged with and into the Company in exchange
for $1.15 billion of the Company's Series A Common Stock and the assumption of
$700 million of new debt. The number of shares to be delivered as merger
consideration will be based on a 15-day weighted average price of Hearst-Argyle
Series A Common Stock prior to closing, subject to a "collar" between $38.50 and
$29.75. The transaction is expected to close by the end of 1998, subject to
shareholder and regulatory approvals and certain other conditions.
Concurrently with the transaction, the Company's Board of Directors
authorized the Company to repurchase up to $300 million of its outstanding
Series A Common Stock from time to time in the open market or in private
transactions, subject to market conditions. In addition, Hearst has notified the
Company of its intention to purchase up to 10 million shares of the Company's
Series A Common Stock from time to time in the open market, in private
transactions or otherwise.
On August 21, 1998, the Company entered into an agreement to acquire,
through a merger transaction, all of the partnership interests in Kelly
Broadcasting Co., a California limited partnership ("Kelly Broadcasting"), in
exchange for cash consideration in the amount of $520 million, subject to
certain closing adjustments (the "Kelly Transaction"). Kelly Broadcasting owns
and operates television broadcast station KCRA-TV, Sacramento, California
("KCRA-TV"), and provides programming for television broadcast station KQCA-TV,
Sacramento, California, pursuant to a Time Brokerage Agreement with Channel 58,
Inc., a California corporation. Pursuant to the Kelly Broadcasting Co. Agreement
and Plan of Merger, dated as of August 21, 1998, by and among the Company, Kelly
Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the
Company ("Merger Sub"), Kelly Broadcasting, J.S. Kelly L.L.C., a Delaware
limited liability company, G.G. Kelly L.L.C., a Delaware limited liability
company, and Robert E. Kelly (the "Kelly Merger Agreement"), Kelly Broadcasting
will be merged with and into Merger Sub, with Merger Sub as the surviving
entity. Consummation of the Kelly Transaction is subject to regulatory approvals
and other customary closing conditions and there can be no assurance as to when
the transaction will be consummated, if at all.
Hearst currently owns, through its wholly-owned subsidiary, Hearst
Broadcasting, Inc., 100% of the outstanding shares of the Company's Series B
Common Stock and approximately 15.3% of the Company's Series A Common Stock,
comprising in the aggregate approximately 80.8% of the total outstanding
common stock of the Company. Upon consummation of the Pulitzer Transaction,
Hearst Broadcasting will own between approximately 46.6% and 51.5% of the
Company's total outstanding common stock. Through its ownership of the Company's
Series B Common Stock, Hearst Broadcasting has the right to elect as a class all
but two of the 11 members of the Company's Board of Directors. The
5
<PAGE>
remaining common stock of the Company is in the form of Series A Common Stock,
which is listed on the New York Stock Exchange under the symbol "HTV."
The principal executive offices of the Company are located at 888 Seventh
Avenue, New York, New York 10106; its telephone number is 212-649-2300.
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>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
(i) the Company (Hearst-Argyle) and its consolidated subsidiaries on a pro
forma basis giving effect to the Pulitzer and Kelly Transactions, the "swap"
transaction consummated on January 31, 1997 in which Argyle exchanged its WZZM
and WGRZ stations for Gannett Co., Inc.'s WLWT and KOCO stations located in
Cincinnati, OH and Oklahoma City, OK, respectively (the "Gannett Swap"), the
Hearst Transaction and the STC Swap as if each transaction had occurred at the
beginning of each respective period presented; (ii) the Company (Hearst-Argyle)
and its consolidated subsidiaries on a pro forma basis giving effect to the
Gannett Swap, the Hearst Transaction and the STC Swap as if each transaction had
occurred at the beginning of each respective period presented; (iii) the Company
(Argyle and Hearst-Argyle) and its consolidated subsidiaries on a historical
basis for each of the periods presented; and, (iv) the Hearst Broadcast Group
(the accounting acquiror in the Hearst Transaction) on a historical basis for
each of the periods presented. The ratios for the Company on a pro forma basis
giving effect to the Gannett Swap, the Hearst Transaction and the STC Swap, both
including and excluding the Pulitzer and Kelly Transactions, for the periods
presented were derived from the unaudited pro forma combined condensed financial
statements of the Company. The ratios for Argyle on a historical basis for the
periods presented were derived from Argyle's audited historical consolidated
financial statements. The ratios for Hearst-Argyle were derived from the audited
historical consolidated financial statements for the four months ended December
31, 1997 and from the unaudited consolidated financial statements for the six
months ended June 30, 1998. The ratios for the Hearst Broadcast Group were
derived from the audited historical combined financial statements of the Hearst
Broadcast Group for the years ended December 31, 1994, 1995 and 1996, and from
the unaudited combined financial statements for the year ended December 31,
1993.
<TABLE>
<CAPTION>
Pro Forma
---------------------------------------------------------------------------
Year Ended Six Months Ended
December 31, June 30,
-------------- ----------
1996 1997 1997 1998
------ ----- ------ -----
<S> <C> <C> <C> <C>
The Company Pro Forma:
Ratio of Earnings to Fixed Charges:
The Company (including the Pulitzer and
Kelly Transactions).............................. N/A 1.37x 1.33x 1.55x
The Company (excluding the Pulitzer and
Kelly Transactions).............................. 2.98x 3.29x 3.16x 3.45x
</TABLE>
<TABLE>
<CAPTION>
Historical
---------------------------------------------------------------------------
Argyle Hearst-Argyle
------ -------------
Four
Months Six
Eight Months Ended Months
Years Ended Ended December Ended
December 31, August 31, 31, June 30,
1995(1) 1996 1997 1997 1998
------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
The Company:
Ratio of Earnings to Fixed Charges.............. (2) (2) 3.48x 3.31x
</TABLE>
<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------------------------------------------
1993 1994 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Hearst Broadcast Group:
Ratio of Earnings to Fixed Charges.............. 2.21x 3.51x 4.06x 4.43x
</TABLE>
- ---------------------------
(1) Argyle was formed in August 1994.
(2) Argyle's earnings were inadequate to cover fixed charges by $7,965 and
$14,560 for the years ended December 31, 1995 and 1996, respectively, and
by $14,539 for the eight months ended August 31, 1997.
7
<PAGE>
For purposes of computing the foregoing ratios (i) Earnings consist of
income from continuing operations before income tax expense and extraordinary
item (loss on early retirement of debt) plus Fixed Charges (excluding
capitalized interest) and (ii) Fixed Charges consist of interest, whether
expended or capitalized, and the portion of operating rental expenses estimated
to represent an interest component.
8
<PAGE>
RISK FACTORS
Certain of the securities to be offered hereby themselves may involve a
significant degree of risk. Investors should carefully consider the risk factors
described below together with all of the information set forth or incorporated
by reference in this Prospectus or the accompanying Prospectus Supplement in
determining whether or not to purchase any of the Securities. Additional risk
factors may be set forth in an appropriate Prospectus Supplement.
Reliance on Network Affiliation Agreements; Television Programming. Each of
the television stations owned by the Company (including the television stations
that will be owned by the Company upon consummation of the Pulitzer Transaction)
is a party to a network affiliation agreement giving such station the right to
rebroadcast programs transmitted by the network. After giving effect to the
consummation of the Pulitzer Transaction, ten of the Company's stations will be
parties to affiliation agreements with ABC, nine with NBC and two with CBS. The
television viewership levels for each station is materially dependent upon
network programming. There can be no assurance that such programming will
achieve or maintain satisfactory viewership levels in the future. In addition,
although the Company expects to continue to be able to renew its network
affiliation agreements, no assurance can be given that such renewals will be
obtained on as favorable terms or at all. The termination or non-renewal, or
renewal at less favorable terms, of the affiliation agreements could have an
adverse effect on the Company.
Television programming is one of the Company's most significant operating
cost components. There can be no assurance that the Company will not be exposed
in the future to increased programming costs. Should such an increase occur, it
could have an adverse effect on the Company's results from operations. In
addition, television networks recently have been seeking arrangements from their
affiliates to share the network's programming costs and to change the structure
of network compensation. The Company cannot predict the nature or scope of any
such potential compensation arrangements or the effect, if any, on the Company's
operations. Acquisitions of program rights are usually made two or three years
in advance and may require multi-year commitments, making it difficult to
predict accurately how a program will perform. In some instances, programs must
be replaced before their costs have been fully amortized, resulting in write-
offs that increase station operating costs.
Dependence on Advertising; Effect of Economic Conditions. The Company
relies to a significant extent upon sales of advertising for its revenues. On a
pro forma basis after giving effect to the Hearst Transaction, advertising
revenue accounted for 92.3% of the total revenues of the Company for the year
ended December 31, 1997. The stations compete for advertising revenues with
other television stations in their respective markets, as well as with other
advertising media, such as newspapers, radio stations, magazines, outdoor
advertising, transit advertising, yellow page directories, direct mail, the
Internet and local cable systems. The stations are located in highly competitive
markets. Accordingly, the Company's results of operations are and will continue
to be dependent upon the ability of each of its stations to compete successfully
for advertising revenues in its respective market.
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In addition to the activities of its direct competitors and of competing
advertising media, the Company's ability to generate advertising revenues is and
will continue to be heavily dependent on the relative popularity of its
programming and cyclical changes in the national economy, as well as on regional
economic conditions in each of the markets in which its stations operate,
particularly as such conditions may affect advertising expenditures. The
Company's revenues could therefore be adversely affected by a future local,
regional or national recessionary environment. The advertising revenues of the
stations generally are highest in the second and fourth quarters of each year,
due in part to increases in consumer advertising in the spring and retail
advertising in the period leading up to and including the holiday season. In
addition, advertising revenues in even-numbered years benefit from advertising
placed by candidates for political offices and demand for advertising time in
Olympic broadcasts. Proposals have been advanced in the U.S. Congress to require
television broadcast stations to provide advertising time to political
candidates at no charge, which would eliminate in whole or in part advertising
revenues from political candidates.
Control by Majority Stockholder; Conflicts of Interest. Through Hearst
Broadcasting, its wholly-owned subsidiary, Hearst currently owns approximately
80.8% of the outstanding shares of the Company's Common Stock and, by virtue
of its ownership of 100% of the Company's Series B Common Stock, is entitled to
elect as a class all but two members of the Board of Directors of the Company.
Currently, Hearst Broadcasting elects nine of the 11 Hearst-Argyle Directors. As
a result, Hearst is able to control substantially all actions to be taken by
stockholders of the Company, and also is able to maintain control over the
operations and business of the Company. This control, as well as certain
provisions of the Company's Certificate of Incorporation and of Delaware law,
may make the Company a less attractive target for a takeover than it otherwise
might be, or render more difficult or discourage a merger proposal, tender offer
or other transaction involving an actual or potential change of control of the
Company. Upon consummation of the Pulitzer Transaction, Hearst Broadcasting will
own between approximately 46.6% and 51.5% of the total outstanding common stock
of the Company.
In addition, the interests of Hearst, which owns or has significant
investments in other businesses, including cable television networks,
newspapers, magazines and electronic media, may from time to time be competitive
with, or otherwise diverge from, the interests of the Company, particularly with
respect to new business opportunities and future acquisitions. Under the Amended
and Restated Merger Agreement dated as of March 26, 1997, among Hearst, Argyle
and certain wholly-owned subsidiaries of Hearst (the "Hearst-Argyle Merger
Agreement"), entered into in connection with the Hearst Transaction, Hearst and
the Company have agreed that, without the prior written consent of the other,
neither the Company, on the one hand, nor Hearst, on the other hand, will make
any acquisition or purchase any assets if such an acquisition or purchase by one
party would require the other party to divest or otherwise dispose of any of its
assets because of regulatory or other legal prohibitions. As a result, under
current law and given newspaper properties Hearst currently owns, the Company
would be precluded, without Hearst's consent (and even with Hearst's consent,
only if Hearst were to agree to sell newspapers in the corresponding markets)
from acquiring television broadcast stations in Albany, New York;
Flint--Saginaw--Bay City, Michigan; Beaumont, Texas; Houston, Texas; Laredo,
Texas; Lubbock, Texas; Odessa-Midland, Texas; San Antonio, Texas; San Francisco,
California; Seattle, Washington; and St. Louis, Missouri. A proposal to
eliminate the rule banning newspaper-television cross-ownership in the same
market has been introduced in the U.S. Congress. The FCC separately has been
asked to consider altering the cross-ownership rule. Whether these proposals
will be enacted into law is unknown at this time. Additionally, Hearst is not
precluded from purchasing television stations, newspapers or other assets in
other markets, the ownership of which assets by Hearst could preclude, under FCC
rules, the Company from owning television stations in such markets in the
future.
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Hearst and the Company also have ongoing relationships that may create
situations where the interests of the two parties could conflict. Hearst and the
Company are parties to a series of agreements with each other, including a
Management Agreement (whereby the Company provides certain management services,
such as sales, news, programming and financial and accounting management
services with respect to certain Hearst owned or operated television and radio
stations); an Option Agreement (whereby Hearst has granted the Company an option
to acquire certain Hearst owned or operated television stations, as well as a
right of first refusal with respect to another television station if Hearst
proposes to sell such station within 36 months of its acquisition); a Studio
Lease Agreement (whereby Hearst leases from the Company certain premises for
Hearst's radio broadcast stations); a Tax Sharing Agreement (whereby Hearst and
the Company have established the sharing of federal, state and local taxes after
the Company became part of the consolidated tax returns of Hearst); a Name
License Agreement (whereby Hearst permits the Company to use the Hearst name in
connection with the Company's name and operation of its business); and a
Services Agreement (whereby Hearst provides the Company certain administrative
services, such as accounting, financial, legal, tax, insurance, data processing
and employee benefits). The Company believes that the terms of these agreements
are reasonable to both sides; there can be no assurance, however, that more
favorable terms would not be available from third parties.
Television Industry Competition and Technology. The television broadcast
industry is highly competitive. Some of the stations that compete with the
Company's stations are owned and operated by large national or regional
companies that may have greater resources, including financial resources, than
the Company. The Company's stations face strong competition in their respective
markets for audience share and, as discussed above, advertising revenues. There
can be no assurance that any one of these stations will be able to maintain or
increase its current audience share or revenue share. To the extent that certain
of the Company's competitors have, or may in the future obtain, greater
resources than the Company, the Company's ability to compete successfully in its
broadcasting markets may be impeded.
Technological innovation, and the resulting proliferation of programming
alternatives such as cable, direct satellite-to-home services, pay-per-view and
home video and entertainment systems have fractionalized television viewing
audiences and subjected television broadcast stations to new types of
competition. Over the past decade, cable television has captured an increasing
market share, while the aggregate viewership of the major television networks
has declined. In addition, the expansion of cable television and other industry
changes have increased, and may continue to increase, competitive demand for
programming. Such increased demand, together with rising production costs, may
in the future increase the Company's programming costs or impair its ability to
acquire programming. In addition, new television networks such as UPN and the WB
Network have created additional competition. The FCC has adopted rules for
implementing digital (including high-definition) television ("DTV") service in
the United States. Implementation of DTV is expected to improve the technical
quality of television. Under certain circumstances, however, conversion to DTV
operations may reduce a station's geographical coverage area or provide a
competitive advantage to one or more competing stations in the market.
Implementation of DTV is expected to impose additional costs that are higher
than normal on television stations providing the new service, due to increased
equipment costs and possible spectrum-related fees. While the Company is unable
to predict the implementation costs of DTV, these costs are expected to be
significant. The Company cannot predict the effect the authorization of DTV
service will have on the business of the Company.
Regulatory Matters. The television operations of the Company are subject to
significant regulation by the FCC under the Communications Act of 1934, as
amended (the "Communications Act"), most recently amended further by the
Telecommunications Act of 1996 (the "Telecommunications Act"). Approval of the
FCC is required for the issuance, renewal and transfer or assignment of
television station
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operating licenses. The Company is dependent upon its continuing ability to
maintain broadcasting licenses from the FCC. License renewals filed after 1996
customarily will be granted for terms of eight years. While broadcast licenses
are typically renewed by the FCC, there can be no assurance that the licenses
for the Company's stations will be renewed at their expiration dates or, if
renewed, that the renewal terms will be for eight-year periods. The non-renewal
or revocation of one or more of the FCC licenses held by the Company could have
a material adverse effect on the operations of the Company.
The U.S. Congress and the FCC currently have under consideration, and may
in the future adopt, new laws, regulations and policies regarding a wide variety
of matters that could, directly or indirectly, materially adversely affect the
operation and ownership of the Company. The FCC has not yet fully implemented
the Telecommunications Act. The Company is unable to predict the outcome of
future federal legislation or the impact of any such laws or regulations on the
Company's operations.
Risks Associated with Integration of the Combined Operations and Possible
Expansion. As a result of the Hearst Transaction, the Company has, and after
consummation of the Pulitzer Transaction will continue to, experience
significant expansion, including expansion into markets in which the Company has
not previously operated. As a result, the Company's management is now and will
continue to be required to manage a substantially larger number of television
stations than historically has been the case. There can be no assurance that the
Company will be able to implement effectively the organizational and operational
systems necessary for optimal management and integration of its newly expanded
group of television stations, the television stations to be acquired pursuant to
the Pulitzer Transaction or any television stations to be acquired in the
future, or that the Company will be able to manage its growth successfully. In
addition, the management of the Company is evaluating, and will continue to
evaluate, the nature and scope of its operations and various short-term and
long-term strategic considerations, and will assess to what extent integration,
consolidation or other modification of its businesses is appropriate. Some
operational and strategic decisions with respect to the Company following
consummation of the Pulitzer Transaction have not yet been made. Some
uncertainties and risks relating to the integration of the combined operations
may exist and, therefore, it is difficult to predict or quantify the impact of
such decisions on the results of operations and financial condition of the
Company.
As part of its business strategy, the Company intends to pursue further
expansion through the acquisition of additional television stations or
television station groups, and intends to continue to evaluate acquisition
opportunities. Such acquisition opportunities, however, may become more limited
as a consequence of the consolidation of ownership occurring in the television
broadcast industry. The Company competes and will continue to compete for the
acquisition of television stations with other prospective purchasers, some of
whom have greater financial resources than the Company. In addition, any such
acquisitions will be subject to FCC approval, FCC limitations on the number and
location of broadcasting properties that any one person or entity may own, and
FCC rules restricting the ownership of television stations and newspapers in the
same market. As a result of these and other factors, there can be no assurance
that future acquisitions will be available on attractive terms, if at all.
While management expects to realize certain operating synergies and cost
savings as a result of the Merger and any future acquisitions, there can be no
assurance that such synergies and savings will be achieved, that the integration
of the Company and newly acquired stations can be accomplished successfully or
on a timely basis, or that the Company's business strategy can be implemented.
As a result, any future acquisitions may have an adverse effect on the Company's
financial position and results of operations.
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Shares Eligible for Future Sale; Dilution; Share Repurchase Program. The
Company currently has outstanding 12,144,965 shares of Series A Common Stock
and 41,298,648 shares of Series B Common Stock. The Company also has
outstanding 10,938 shares of each of Series A and Series B Preferred Stock.
The Series A Preferred Stock is convertible at any time prior to December 31,
2000 into an aggregate of 312,514 shares of Series A Common Stock, and for each
year after December 31, 2000 into shares of Series A Common Stock at a
conversion rate equal to 1.1 times the preceding year's conversion price. The
Series B Preferred Stock is convertible at any time after June 11, 2001, into
shares of Series A Common Stock at a conversion rate equal to the then current
market price of the Series A Common Stock. In addition, the Company has
outstanding options to purchase 1,977,930 shares of Series A Common Stock, of
which options are currently exercisable for 722,767 shares. All of the shares of
Series A Common Stock or Preferred Stock generally will be freely tradeable
without restriction or further registration under the Securities Act, except
that any shares held by persons who are "affiliates" of the Company, as that
term is defined in Rule 144 under the Securities Act, or who were at the time of
the Company's shareholder vote on the Hearst Transaction "affiliates" of the
Company pursuant to Rule 145 under the Securities Act, may generally be sold
only subject to certain restrictions as to timing, manner and volume. In this
regard, the Company has in effect a registration statement covering the resale
from time to time of 4,599,260 shares of Series A Common Stock received in the
Hearst Transaction by certain former limited partners of partnerships that prior
to the Hearst Transaction owned shares of the Company's common stock in order to
permit such persons to sell their shares without regard to the restrictions
discussed in the preceding sentence. The holders of approximately 4,443,406
shares of Series A Common Stock covered by such registration statement have
additional rights under a Registration Rights Agreement dated as of August 29,
1997. The Series B Common Stock held by Hearst Broadcasting and the Series A
Common Stock into which the Series B Common Stock is convertible may not be sold
in the absence of registration under the Securities Act or unless an exemption
from registration is available, including the exemption afforded by Rule 144
under the Securities Act.
No prediction can be made as to the effect, if any, that sales of shares of
the Company's Series A Common Stock, or the availability of shares for future
sale, will have on the market price of the Company's Series A Common Stock
prevailing from time to time following the Pulitzer Transaction. Sales of
substantial amounts of Series A Common Stock (including shares owned upon the
exercise of options) in the public market, or the perception that such sales
could occur, could depress the prevailing market price for the Series A Common
Stock. Such sales may also make it more difficult for the Company to sell equity
securities or equity-related securities in the future at a time and price that
it deems appropriate. In addition, the Company's Board has authorized a share
repurchase program, pursuant to which the Company may repurchase up to $300
million of the Company's Series A Common Stock from time to time, in the open
market or in private transactions, subject to market conditions. In addition,
Hearst has notified the Company of its intention to purchase up to 10 million
shares of the Company's Series A Common Stock from time to time in the open
market, in private transactions or otherwise. Such repurchases and purchases may
affect the market price of the Company's Series A Common Stock.
Dividend Policy; Limitation on Dividends. The Company has not paid any
dividends on the Company's Series A Common Stock since its inception, and does
not anticipate that it will pay any dividends on the Company's Series A Common
Stock in the foreseeable future. The terms of the Company's senior revolving
credit facility limit the ability of the Company to pay dividends on the
Company's Series A Common Stock under certain conditions.
Absence of Public Market for the Debt Securities, Warrants and Preferred Stock
All Securities will be a new issue of securities with no established
trading market, other than the Series A Common Stock, which is listed on the
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New York Stock Exchange. Any Series A Common Stock sold pursuant to a
Prospectus Supplement will be listed on the New York Stock Exchange, subject to
official notice of issuance. Any underwriters to whom Securities are sold by the
Company for public offering and sale may make a market in such Securities, but
such underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given as to the liquidity
of the secondary market for any of the Debt Securities, Warrants or Preferred
Stock.
Certain Provisions of the Company's Certificate of Incorporation and Bylaws
The Company's Amended and Restated Certificate of Incorporation and bylaws
contain provisions that may have the effect of delaying, deferring or preventing
a change in control of the Company. See "Description of Capital Stock."
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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 or more Global Securities and, if so,
the identity of the Debt Securities will be issued in the form of one depository
for such Global Securities; (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 that are not
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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; and, (xviii) 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 that 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.
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
that 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)
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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 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 or another nominee of such
Depositary or by such Depositary by a nominee of such Depositary to 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
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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.
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 that 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) and the aggregate Value of the Sale and
Lease-Back Transactions in existence at that time (not including those in
connection with which the Company has voluntarily retired funded Indebtedness as
provided in the Indenture) does not exceed 15% of Consolidated Net Tangible
Assets. (Section 10.7)
Limitation on Sale and Lease-Back Transactions. The Indenture provides that
neither the Company nor any Restricted Subsidiary will enter into any Sale and
Lease-Back Transaction with respect to any Principal Property unless either (i)
the Company or such Restricted Subsidiary would be entitled, pursuant to the
foregoing covenant relating to "Limitation on Indebtedness Secured by a
Mortgage," to create, assume, guarantee or suffer Indebtedness in a principal
amount equal to or exceeding the Value of such Sale and Lease-Back Transaction
secured by a Mortgage on the property to be leased without equally and ratably
securing the Debt Securities or (ii) the Company or such Restricted Subsidiary,
within four months after the effective date of such transaction, applies an
amount equal to the greater of (x) the
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net proceeds of the sale of the property subject to the Sale and Lease-Back
Transaction and (y) the Value of such Sale and Lease-Back Transaction, to the
voluntary retirement of the Debt Securities or other unsubordinated funded
Indebtedness of the Company or such Restricted Subsidiary. (Section 10.8)
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)
"Designated Subsidiaries" is defined in the Indenture to mean any
Subsidiary of the Company (other than a Subsidiary holding any Station Licenses
or the operating assets of any Stations) designated by the Company as a
"Designated Subsidiary" for purposes of the Indenture, by delivery to the
Trustee of a certificate of a senior officer of the Company identifying such
Subsidiary, stating that such Subsidiary shall be treated as a "Designated
Subsidiary" for all purposes under the Indenture and certifying that, after
giving effect to such designation, the Company will be in compliance with the
provisions of the Indenture applicable to such Designated Subsidiary, and such
designation will not result in an Event of Default under the Indenture; provided
that the value of the capital stock, partnership or other ownership interest
directly or indirectly held by the Company in all Designated Subsidiaries shall
not exceed at any one time an aggregate amount in excess of $250,000,000. Any
Subsidiary of a Designated Subsidiary is deemed to be a "Designated Subsidiary".
(Section 10.11)
"Indebtedness" is defined in the Indenture to mean (i) all items that 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) to the extent not included in (i) above, indebtedness
secured by any Mortgage existing on property owned subject to such Mortgage,
whether or not such secured indebtedness has been assumed; and, (iii) to the
extent not included in (i) or (ii) above, 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)
"Principal Property" is defined in the Indenture to mean any office
building, television station or transmission facility owned by the Company or
any Restricted Subsidiary or any other property or right owned by or granted to
the Company or any Restricted Subsidiary and used or held for use in the
television business conducted by the Company or any Restricted subsidiary,
except for any such property or right that, in the opinion of the Board of
Directors of the Company as set forth in a Board Resolution adopted in good
faith, is not material to the total business conducted by the Company and its
Restricted Subsidiaries considered as one enterprise. (Section 1.1)
"Restricted Subsidiary" is defined in the Indenture to mean any Subsidiary
of the Company other than a Designated Subsidiary. (Section 10.7)
"Sale and Lease-Back Transaction" is defined in the Indenture as the
leasing by the Company or a Subsidiary for a period of more than three years of
any principal property that has been sold or is to be sold or transferred by the
Company or any such subsidiary to any party (other than the Company or a
Subsidiary). (Section 10.8)
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"Significant Subsidiary" is defined in the Indenture to mean any Subsidiary
(i) that, 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)
"Stations" is defined in the Indenture to mean the television broadcasting
stations from time to time owned by the Company or any of its Restricted
Subsidiaries. (Section 10.11)
"Station Licenses" is defined in the Indenture to mean all authorization,
licenses or permits issued by the FCC and granted or assigned to the Company or
any Restricted Subsidiary thereof, or under which the Company or any Restricted
Subsidiary thereof has the right to operate any Station, together with any
extensions or renewals thereof. (Section 10.11)
"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 that 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)
"Value" is defined in the Indenture to mean, with respect to any particular
Sale and Lease-Back Transaction, as of any particular time, the amount equal to
the greater of (i) the net proceeds of the sale or transfer of the property
leased pursuant to such Sale and Lease-Back Transaction or (ii) the fair value
in the opinion of the Board of Directors of the Company of such property at the
time of the Company's entering into such Sale and Lease-Back Transaction,
subject to adjustment at any particular time for the length of the remaining
initial lease term. (Section 10.8)
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 that acquires by conveyance or transfer, or that
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 that, 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)
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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 that 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 that 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; (vi) default in the deposit of any sinking fund payment
when and as due by the terms of any Debt Securities of such series; and (vii)
any other Event of Default provided in the supplemental indenture under which
such series of Debt Securities is issued or in the form of security for 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 and is
continuing, 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 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
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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 indemnity satisfactory to it 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 that shall be deemed to be
Outstanding shall be the amount of the principal thereof that 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
that 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 that the Trustee knows to
be so owned shall be so disregarded. Debt Securities so owned that 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 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 that 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
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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 that have been destroyed, lost or stolen and that 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 that 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 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, that, through the
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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 a mandatory sinking fund payments in respect of such Debt 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,
that 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 that, 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.
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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
authorized 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.
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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, 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
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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 subsequently
be 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.
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.
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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 Broadcasting currently owns 100% of the
Company's issued and outstanding Series B Common Stock, representing in excess
of a majority of the outstanding shares of the Company's Common Stock. The
holders of the shares of Series A Common Stock are entitled to vote to elect two
members of the Company's Board of Directors. As the holder of all of the
Company's outstanding shares of Series B Common Stock, Hearst Broadcasting is
entitled to vote to elect the balance of the members of the Company's Board of
Directors (the Series B Directors). Hearst Broadcasting's ownership of the
Series B Common Stock may have the effect of impeding the acquisition of control
of the Company.
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.
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DESCRIPTION OF WARRANTS
The Company may issue Warrants for the purchase of Debt Securities, Common
Stock, Preferred Stock or any combination thereof. Warrants may be issued
independently, together with any other Securities offered by a Prospectus
Supplement, and may be attached to or separate from such Securities. Warrants
may be issued under warrant agreements (each, a "Warrant Agreement") to be
entered into between the Company and a warrant agent specified in the applicable
Prospectus Supplement (the "Warrant Agent"). The Warrant Agent will act solely
as an agent of the Company in connection with the Warrants of a particular
series and will not assume any obligation or relationship of agency or trust for
or with any holders or beneficial owners of Warrants. The following sets forth
certain general terms and provisions of the Warrants offered hereby. Further
terms of the Warrants and the applicable Warrant Agreement will be set forth in
the applicable Prospectus Supplement.
The applicable Prospectus Supplement will describe the terms of the
Warrants in respect of which this Prospectus is being delivered, including,
where applicable, the following: (i) the title of such Warrants; (ii) the
aggregate number of such Warrants; (iii) the price or prices at which such
Warrants will be issued; (iv) the designation, number and terms of the Debt
Securities, Common Stock, Preferred Stock, or combination thereof, purchasable
upon exercise of such Warrants; (v) the designation and terms of the other
Securities, if any, with which such Warrants are issued and the number of such
Warrants issued with each such Security; (vi) the date, if any, on and after
which such Warrants and the related underlying Securities will be separately
transferable; (vii) the price at which each underlying Security purchasable upon
exercise of such Warrants may be purchased; (viii) the date on which the right
to exercise such Warrants shall commence and the date on which such right shall
expire; (ix) the minimum amount of such Warrants that may be exercised at any
one time; (x) information with respect to book-entry procedures, if any; (xi) a
discussion of any applicable federal income tax considerations; and (xii) any
other terms of such Warrants, including terms, procedures and limitations
relating to the transferability, exchange and exercise of such Warrants.
DESCRIPTION OF PREFERRED STOCK
The particular terms of any series of Preferred Stock offered hereby will
be set forth in the applicable Prospectus Supplement relating thereto. The
rights, preferences, privileges and restrictions, including dividend rights,
voting rights, terms of redemption, retirement and sinking fund provisions and
liquidation preferences, if any, of the Preferred Stock of each series offered
hereby will be fixed or designated pursuant to a Certificate of Designations or
an amendment to the Company's Amended and Restated Certificate of Incorporation
adopted by the Company's Board of Directors or a duly authorized committee
thereof. The terms, if any, on which shares of any series of Preferred Stock
offered hereby are convertible or exchangeable into Common Stock or Debt
Securities will also be set forth in the Prospectus Supplement relating thereto.
Such terms may include provisions for conversion or exchange, either mandatory,
at the option of the holder, or at the option of the Company, in which case the
number of shares of Common Stock to be received by the holders of Preferred
Stock offered hereby would be calculated as of a time and in the manner stated
in the applicable Prospectus Supplement. The description of the terms of a
particular series of Preferred Stock offered hereby that will be set forth in
the applicable Prospectus Supplement does not purport to be complete and is
qualified in its entirety by reference to the Certificate of Designations or an
amendment to the Company's Amended and Restated Certificate of Incorporation
relating to such series.
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<PAGE>
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. The distribution of Securities may be
effected 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 the sale.
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 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 underwriter may purchase such shares only to
cover 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
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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.
All of the Securities will be a new issue of securities with no established
trading market, other than the Series A Common Stock, which is currently listed
on the New York Stock Exchange under the symbol "HTV." The Securities, other
than the Series A Common Stock, may or may not be listed on a national
securities exchange or a foreign securities exchange. In the event that such
Securities are not listed on a national securities exchange, certain
broker-dealers may make a market in such 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 such
Securities or as to the liquidity of the trading market for such Securities. The
Prospectus Supplement with respect to such 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 LLP, New York, New York. If certain legal matters
relating to the Securities will be passed upon by counsel for any underwriters,
dealers or agents, that counsel will be named in the Prospectus Supplement
relating to that offering.
EXPERTS
The consolidated financial statements and the related financial statement
schedule of Argyle Television, Inc. for the period January 1, 1997 to August 31,
1997 and of Hearst-Argyle Television, Inc. for the period September 1, 1997 to
December 31, 1997 incorporated in this registration statement by reference from
Hearst-Argyle Television, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1997 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
The consolidated financial statements of Argyle for the years ended
December 31, 1996 and 1995, appearing in the Hearst-Argyle Television, Inc.
Annual Report on Form 10-K for the year ended December 31, 1997 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 financial statements of Pulitzer Broadcasting Company and Subsidiaries
as of December 31, 1997 and 1996 and for each of the three years in the period
ended December 31, 1997 incorporated by reference from the Company's Current
Report on Form 8-K, dated September 29, 1998, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
The financial statements of Kelly Broadcasting for the years ended December
31, 1997, 1996 and 1995 and for the six-month periods ended June 30, 1998 and
1997 incorporated in this registration statement by reference from the Company's
Current Report on Form 8-K, dated September 17, 1998, have been audited by
PricewaterhouseCoopers LLP, independent accountants, as stated in their report,
which is incorporated herein by reference, and has been so incorporated in
reliance upon the report given on the authority of said firm as experts in
accounting and auditing.
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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................................................ 3
Incorporation of Certain Documents by
Reference......................................................... 3
Forward-Looking Information.......................................... 4
The Company.......................................................... 5
Use of Proceeds...................................................... 6
Ratio of Earnings to Fixed Charges................................... 7
Risk Factors......................................................... 9
Description of Debt Securities....................................... 15
Description of Capital Stock......................................... 26
Description of Warrants.............................................. 30
Description of Preferred Stock....................................... 30
Plan of Distribution................................................. 31
Legal Matters........................................................ 32
Experts.............................................................. 32
Hearst-Argyle
TELEVISION, INC.
$100,000,000
Debt Securities
5,768,000 Shares
Series A Common Stock
$1,000,000,000
Debt Securities
Common Stock
Preferred Stock
Warrants
PROSPECTUS
October 9, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table indicates the expenses to be incurred in connection
with the offerings described in this Registration Statement. All expenses are
estimated except the Securities and Exchange Commission registration fee.
Securities and Exchange Commission registration fee....... $295,000
Accounting fees........................................... 15,000*
Legal fees and expenses................................... 30,000*
Printing and engraving fees............................... 5,000*
Miscellaneous............................................. 1,000*
Total............................................ 346,000
* Does not include expenses of preparing prospectus supplements and other
expenses relating to offerings of particular securities.
Item 15. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a corporation to indemnify any director or officer, or former
director or officer, who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding provided that such director
or officer acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, provided that such director or officer had no
cause to believe his or her conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses actually and reasonably incurred in
connection with the defense or settlement of such action or suit provided that
such director or officer acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such director or officer shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action was brought shall determine that despite the
adjudication of liability such director or officer is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.
Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith; that
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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 Underwriting Agreement (for Common Stock, Preferred Stock and
Warrants).*
1.2 Underwriting Agreement (for Debt Securities).*
2.1 Agreement and Plan of Merger, dated as of May 26, 1998, by and
among Pulitzer Publishing Company, Pulitzer Inc. and Hearst-Argyle
Television, Inc. (incorporated by reference to Exhibit 10.1 of the
Company's Form 8-K dated May 26, 1998).
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 dated
September 5, 1997).
4.3 Form of Indenture for Debt Securities (see Exhibit 4.14).
4.4 Form of Debt Securities (included in Exhibit 4.14)
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 specimen certificate representing shares of Series B Common
Stock.*
4.7 Form of specimen certificate representing shares of Series A
Preferred Stock.*
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4.8 Form of specimen certificate representing shares of Series B
Preferred Stock.*
4.9 Form of Warrant.*
4.10 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).
4.11 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).
4.12 Second Supplemental Indenture dated as of August 29, 1997 among
KMBC the Company Television, Inc., WBAL the Company Television,
Inc., WCVB the Company Television, Inc., WISN the Company
Television, Inc., WTAE the Company Television Inc. and United
States Trust Company of New York (incorporated by reference to
Exhibit 4.8 of the Company's Registration Statement on Form S-3
(Registration No. 333-36659)).
4.13 Third Supplemental Indenture dated as of February 26, 1998 among
the Company, Hearst-Argyle Television Stations, Inc., 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., WAPT Hearst-Argyle
Television, Inc., KITV Hearst-Argyle Television, Inc., KHBS Hearst-
Argyle Television, Inc., Ohio/Oklahoma Hearst-Argyle Television,
Inc., Jackson Hearst-Argyle Television, Inc., Hawaii Hearst-Argyle
Television, Inc., Arkansas Hearst-Argyle Television, Inc. and
United States Trust Company of New York (incorporated by reference
to Exhibit 4.4 of the Company's Form 10-K for the fiscal year
ending December 31, 1997).
4.14 Form of Senior Notes due 2005 (included in Exhibit 4.10).
4.15 Indenture, dated as of November 13, 1997, between the Company and
the Bank of Montreal Trust Company, as trustee (incorporated by
reference to the Company's Current Report on Form 8-K dated
November 12, 1997).
4.16 First Supplemental Indenture, dated November 13, 1997, between the
Company and Bank of Montreal Trust Company, as trustee
(incorporated by reference to the Company's Current Report on Form
8-K dated November 12, 1997).
4.17 Form of 7% Senior Notes due November 15, 2007 (included in Exhibit
4.15).
4.18 Form of 7 1/2% Debentures due November 15, 2027 (included in
Exhibit 4.15).
4.19 Second Supplemental Indenture, dated as of January 13, 1998,
between the Company and the Bank of Montreal Trust Company, or
Trustee (incorporated by reference to the Company's Current Report
on Form 8-K dated January 13, 1998).
4.20 Form of 7% Senior Notes due January 15, 2018 (included in Exhibit
4.18).
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4.21 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 LLP as to legality of the
securities registered hereby.**
12.1 Statement re: Computation of Ratios.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Deloitte & Touche LLP - New York office.
23.3 Consent of PricewaterhouseCoopers LLP.
23.4 Consent of Deloitte & Touche LLP - St. Louis office.
23.5 Consent of Rogers & Wells LLP (set forth in its opinion filed as
Exhibit 5.1).
24.1 Powers of attorney (set forth in the signature pages to
this registration statement).
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.
** Previously Filed
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 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;
II-4
<PAGE>
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 Act ("Act") in accordance
with the rules and regulations prescribed by the Commission under section
305(b)(2) of the Act.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of New York, State of New York, on the 8th day of October, 1998
HEARST-ARGYLE TELEVISION, INC.
By: *
--------------------------------
Bob Marbut
Chairman of the Board and
Co-Chief Executive Officer
POWER OF ATTORNEY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
Signature Title Date
Chairman of the Board and
Co-Chief Executive Officer
(Principal Executive Officer) October 8, 1998
*
Bob Marbut
President and Co-Chief
Executive Officer
(Principal Executive Officer) October 8, 1998
*
John G. Conomikes
II-6
<PAGE>
<TABLE>
<S> <C> <C>
* Executive Vice President,
David J. Barrett Chief Operating Officer and
Director October 8, 1998
* Chief Financial Officer,
Harry T. Hawks Senior Vice President and
Principal Financial Officer October 8, 1998
* Vice President and Controller
Teresa Lopez (Principal
Accounting Officer) October 8, 1998
Director October 8, 1998
Frank A. Bennack, Jr.
* Director October 8, 1998
Victor F. Ganzi
Director October 8, 1998
George R. Hearst, Jr.
* Director October 8, 1998
William R. Hearst III
* Director October 8, 1998
Gilbert C. Maurer
* Director October 8, 1998
David Pulver
Director October 8, 1998
Virginia H. Randt
* Director October 8, 1998
Caroline L. Williams
* By Dean H. Blythe
Attorney-in-fact
/s/ Dean H. Blythe
-----------------------
Attorney-in-fact
October 8, 1998
</TABLE>
II-7
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Exhibit
1.1 Underwriting Agreement (for Common Stock, Preferred Stock and
Warrants).*
1.2 Underwriting Agreement (for Debt Securities).*
2.1 Agreement and Plan of Merger, dated as of May 26, 1998, by and
among Pulitzer Publishing Company, Pulitzer Inc. and Hearst-Argyle
Television, Inc. (incorporated by reference to Exhibit 10.1 of the
Company's Form 8-K dated May 26, 1998).
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 dated
September 5, 1997).
4.3 Form of Indenture for Debt Securities (see Exhibit 4.14).
4.4 Form of Debt Securities (included in Exhibit 4.14)
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 specimen certificate representing shares of Series B
Common Stock.*
4.7 Form of specimen certificate representing shares of Series A
Preferred Stock.*
4.8 Form of specimen certificate representing shares of Series B
Preferred Stock.*
4.9 Form of Warrant.*
4.10 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).
4.11 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).
4.12 Second Supplemental Indenture dated as of August 29, 1997 among
KMBC the Company Television, Inc., WBAL the Company Television,
Inc., WCVB the Company Television, Inc., WISN the Company
Television, Inc., WTAE the Company Television Inc. and United
States Trust Company of New York (incorporated by reference to
Exhibit 4.8 of the Company's Registration Statement on Form S-3
(Registration No. 333-36659)).
II-8
<PAGE>
4.13 Third Supplemental Indenture dated as of February 26, 1998 among
the Company, Hearst-Argyle Television Stations, Inc., 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., WAPT Hearst-Argyle
Television, Inc., KITV Hearst-Argyle Television, Inc., KHBS Hearst-
Argyle Television, Inc., Ohio/Oklahoma Hearst-Argyle Television,
Inc., Jackson Hearst-Argyle Television, Inc., Hawaii Hearst-Argyle
Television, Inc., Arkansas Hearst-Argyle Television, Inc. and
United States Trust Company of New York (incorporated by reference
to Exhibit 4.4 of the Company's Form 10-K for the fiscal year
ending December 31, 1997).
4.14 Form of Senior Notes due 2005 (included in Exhibit 4.10).
4.15 Indenture, dated as of November 13, 1997, between the Company and
the Bank of Montreal Trust Company, as trustee (incorporated by
reference to the Company's Current Report on Form 8-K dated
November 12, 1997).
4.16 First Supplemental Indenture, dated November 13, 1997, between the
Company and Bank of Montreal Trust Company, as trustee
(incorporated by reference to the Company's Current Report on Form
8-K dated November 12, 1997).
4.17 Form of 7% Senior Notes due November 15, 2007 (included in Exhibit
4.15).
4.18 Form of 7 1/2% Debentures due November 15, 2027 (included in
Exhibit 4.15).
4.19 Second Supplemental Indenture, dated as of January 13, 1998,
between the Company and the Bank of Montreal Trust Company, or
Trustee (incorporated by reference to the Company's Current Report
on Form 8-K dated January 13, 1998).
4.20 Form of 7% Senior Notes due January 15, 2018 (included in Exhibit
4.18).
4.21 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 LLP as to legality of the securities
registered hereby.**
12.1 Statement re: Computation of Ratios.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Deloitte & Touche LLP - New York office.
23.3 Consent of PricewaterhouseCoopers LLP.
23.4 Consent of Deloitte & Touche LLP - St. Louis office.
23.5 Consent of Rogers & Wells LLP (set forth in its opinion filed as
Exhibit 5.1).
24.1 Powers of attorney (set forth in the signature pages to this
registration statement).
II-9
<PAGE>
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.
** Previously Filed.
II-10
<PAGE>
EXHIBIT 12.1
HEARST-ARGYLE TELEVISION, INC.
RATIO OF EARNINGS TO FIXED CHARGES
Hearst-Argyle for the Four Months Ended December 31, 1997 and the Six Months
Ended June 30, 1998
Unaudited Pro Forma Hearst-Argyle for the Years Ended December 31, 1996 and 1997
and the Six Months Ended June 30, 1997 and 1998
Unaudited Pro Forma Hearst-Argyle (including the Pulitzer and Kelly
Transactions) for the Year Ended December 31, 1997 and the Six Months Ended
June 30, 1997 and 1998
(dollars in thousands)
<TABLE>
<CAPTION>
Unaudited Pro Forma Hearst-Argyle
For the Year For the Year
Four Months Ended Ended Six Months Six Months
Ended Six Months Ended December 31, December 31, Ended June 30, Ended June 30,
December 31, 1997 June 30, 1998 1996 1997 1997 1998
----------------- ---------------- ------------- ------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Earnings before fixed charges:
Net Income (Loss) $ 7,666 $ 16,320 $ 42,711 $ 51,570 $ 23,928 $ 26,997
Extraordinary item 16,212 10,777
Income tax expense 16,419 20,229 33,180 56,700 17,685 20,154
----------------- ---------------- ------------- ------------- -------------- --------------
Income from continuing
operations before income taxes
and extraordinary item 40,297 47,326 75,891 88,270 41,613 47,151
Interest expense 15,830 19,827 37,228 37,228 18,614 18,614
Interest portion of rental
expenses 432 648 1,169 1,297 648 648
----------------- ---------------- ------------- ------------- -------------- --------------
Earnings before fixed charges $ 56,559 $ 67,801 $ 114,288 $ 126,795 $ 60,875 $ 66,413
----------------- ---------------- ------------- ------------- -------------- --------------
Fixed charges:
Interest expense $ 15,830 $ 19,827 $ 37,228 $ 37,228 $ 18,614 $ 18,614
Interest portion of rental
expenses 432 645 1,169 1,297 648 648
----------------- ---------------- ------------- ------------- -------------- --------------
Total fixed charges $ 16,262 $ 20,475 $ 38,397 $ 36,525 $ 19,262 $ 19,262
----------------- ---------------- ------------- ------------- -------------- --------------
Ratio of earnings to fixed 3.48 3.31 2.98 3.29 3.16 3.45
charges ----------------- ---------------- ------------- ------------- -------------- --------------
</TABLE>
<TABLE>
<CAPTION>
Unaudited Pro Forma Hearst-Argyle
(Including the Pulitzer and Kelly Transactions)
For the Year
Ended
December 31, Six Months Ended Six Months Ended
1997 June 30, 1997 June 30, 1998
------------ ---------------- ----------------
<S> <C> <C> <C>
Earnings before fixed charges:
Net Income (Loss) $ 25,507 $ 12,050 $ 20,225
Extraordinary item
Income tax expense 19,113 8,373 14,068
------------ ---------------- ----------------
Income from continuing operations
before income taxes and extraordinary item 46,620 20,423 34,293
Interest expense 123,328 61,664 61,664
Interest portion of rental expenses 1,559 773 787
------------ ---------------- ----------------
Earnings before fixed charges $ 171,507 $ 82,860 $ 96,744
------------ ---------------- ----------------
Fixed charges:
Interest expense $ 123,328 $ 61,664 $ 61,664
Interest portion of rental expenses 1,559 773 787
------------ ---------------- ----------------
Total fixed charges $ 124,887 $ 62,437 $ 62,451
------------ ---------------- ----------------
Ratio of earnings to fixed charges 1.37 1.33 1.55
------------ ---------------- ----------------
</TABLE>
<PAGE>
HEARST BROADCAST GROUP
RATIO OF EARNINGS TO FIXED CHARGES
For the Years Ended December 31, 1993, 1994, 1995 and 1996
(dollars in thousands)
<TABLE>
<CAPTION>
For the Years Ended December 31,
1993 1994 1995 1996
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Earnings before fixed charges:
Net Income $ 11,272 $ 33,891 $ 40,795 $ 44,402
Income tax expense 17,123 25,265 30,182 31,907
--------- ---------- --------- ----------
Income from continuing
operations before income taxes 28,395 59,156 70,977 76,309
Interest expense 22,800 22,769 22,271 21,273
Interest portion of rental expenses 730 762 918 992
--------- ---------- --------- ----------
Earnings before fixed charges $ 51,925 $ 82,687 $ 94,166 $ 98,574
--------- ---------- --------- ----------
Fixed charges:
Interest expense $ 22,800 $ 22,769 $ 22,271 $ 21,273
Interest portion of rental expenses 730 762 918 992
--------- ---------- --------- ----------
Total fixed charges $ 23,530 $ 23,531 $ 23,189 $ 22,265
--------- ---------- --------- ----------
Ratio of earnings to fixed charges 2.21 3.51 4.06 4.43
--------- ---------- --------- ----------
</TABLE>
<PAGE>
ARGYLE TELEVISION, INC.
DEFICIENCY OF EARNINGS TO FIXED CHARGES
For the Years Ended December 31, 1995 and 1996 and for the Eight Months Ended
August 31, 1997
(dollars in thousands)
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, December 31, Eight Months Ended
1995 1996 August 31, 1997
------------ ------------ ------------------
<S> <C> <C> <C>
Earnings before fixed charges:
Net Loss $ (15,807) $ (14,560) $ (14,539)
Extraordinary item 7,842
Income tax expense - - -
------------ ------------ ------------------
Loss from continuing operations
before income taxes and extraordinary item (7,965) (14,560) (14,539)
Interest expense 12,053 16,566 12,749
Interest portion of rental expenses 103 177 138
------------ ------------ ------------------
Earnings (Loss) before fixed charges $ 4,191 $ 2,183 $ (1,652)
------------ ------------ ------------------
Fixed charges:
Interest expense $ 12,053 $ 16,566 $ 12,749
Interest portion of rental expenses 103 177 138
------------ ------------ ------------------
Total fixed charges $ 12,156 $ 16,743 $ 12,887
------------ ------------ ------------------
Deficiency of earnings to fixed charges $ (7,965) $ (14,560) $ (14,539)
------------ ------------ ------------------
</TABLE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference in this Post-Effective Amendment to the Registration
Statement (Form S-3) of Hearst-Argyle Television, Inc. and in the related
Prospectus/Proxy of our report dated February 12, 1997 with respect to the
consolidated financial statements and schedule of Argyle Television, Inc. as of
and for the two years ended December 31, 1996 and 1995 included in the Annual
Report (Form 10-K) of Hearst-Argyle Television, Inc. for the year ended
December 31, 1997.
ERNST & YOUNG LLP
San Antonio, Texas
October 6, 1998
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-61101 of Hearst-Argyle Television, Inc.
(successor to Argyle Television, Inc.) of our report dated February 26, 1998
(March 9, 1998 as to Note 16) appearing in the Annual Report on Form 10-K of
Hearst-Argyle Television, Inc. for the year ended December 31, 1997, and to the
reference to us under the heading "Experts" in this Registration Statement.
/s/ Deloitte & Touche LLP
New York, New York
October 6, 1998
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 (No. 333-61101) of Hearst-Argyle Television, Inc. of our
report dated January 28, 1998 relating to the financial statements of Kelly
Broadcasting Co, which appear in the Current Report on Form 8-K of Hearst-Argyle
Television, Inc. dated September 17, 1998.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Sacramento, California
October 8, 1998
<PAGE>
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-effective Amendment
No. 1 to the Registration Statement of Hearst-Argyle Television Inc. (successor
to Argyle Television, Inc.) on Form S-3 (No. 333-61101) of our report dated July
17, 1998 relating to the financial statements of Pulitzer Broadcasting Company
and Subsidiaries, appearing in the Current Report on Form 8-K of Hearst-Argyle
Television Inc. dated September 29, 1998, and to the reference to us under
"Experts" in this Registration Statement.
/s/ Deloitte & Touche LLP
St Louis, Missouri
October 8, 1998
