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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 5)*
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HEARST-ARGYLE TELEVISION, INC.
(Name of Issuer)
SERIES A COMMON STOCK
(Title of Class of Securities)
422317 10 7
(CUSIP Number)
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JODIE W. KING, ESQ.
THE HEARST CORPORATION
959 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
(212) 649-2025
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
---------------------
COPY TO:
Steven A. Hobbs, Esq.
Rogers & Wells
200 Park Avenue
New York, New York 10166
(212) 878-8000
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MARCH 27, 1998
(Date of Event which Requires Filing of this Statement)
- -------------------------------------------------------------------------------
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. <square>
- -------------------------------------------------------------------------------
(Continued on following pages)
<PAGE>
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CUSIP No. 422317 10 7 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
HEARST BROADCASTING, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)<square>
(b)<square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. SOLE VOTING POWER
NUMBER OF
8. SHARED VOTING POWER
SHARES
42,032,675
BENEFICIALLY
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 42,032,675
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,032,675
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.1%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
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CUSIP No. 422317 10 7 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
THE HEARST CORPORATION
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)<square>
(b)<square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. SOLE VOTING POWER
NUMBER OF
8. SHARED VOTING POWER
SHARES
42,032,675
BENEFICIALLY
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 42,032,675
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,032,675
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.1%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
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CUSIP No. 422317 10 7 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
THE HEARST FAMILY TRUST
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)<square>
(b)<square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. SOLE VOTING POWER
NUMBER OF
8. SHARED VOTING POWER
SHARES
42,032,675
BENEFICIALLY
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 42,032,675
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,032,675
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.1%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
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SCHEDULE 13D
This Amendment No. 5, which relates to shares of Series A Common Stock,
$0.01 par value per share ("Series A Common Stock") of Hearst-Argyle
Television, Inc., a Delaware corporation (the "Issuer"), and is being filed
jointly by The Hearst Corporation, a Delaware corporation ("Hearst"), Hearst
Broadcasting, Inc., a Delaware corporation ("Hearst Broadcasting") and wholly-
owned subsidiary of Hearst, and The Hearst Family Trust, a testamentary trust
(the "Trust," and together with Hearst and Hearst Broadcasting, the "Reporting
Persons"), supplements and amends the statement on Schedule 13D originally
filed with the Commission on April 4, 1997 (as amended, the "Statement").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate amount of funds used by Hearst Broadcasting to acquire the
shares reported in Item 5(c) was $26,383,218.63. Hearst Broadcasting used its
working capital to make such purchases.
ITEM 4. PURPOSE OF THE TRANSACTION.
Hearst Broadcasting purchased the additional Securities reported in Item
5(c) of this Statement in order to increase its equity interest in the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) As of March 31, 1998, the Reporting Persons own 734,027 shares
of Series A Common Stock of the Issuer and 41,298,648 shares of Series B Common
Stock of the Issuer. Each share of Series B Common Stock of the Issuer is
immediately convertible into one share of Series A Common Stock of the Issuer.
Therefore, the 41,298,648 shares of Series B Common Stock owned by Hearst
Broadcasting represent, if converted, 41,298,648 shares of Series A Common
Stock of the Issuer. Under the definition of "beneficial ownership" as set
forth in Rule 13d-3 of the Exchange Act, Hearst Broadcasting, Hearst and the
Trust are deemed to have beneficial ownership of each of the 42,032,675
converted shares (the "Securities"). The Trust, as the owner of all of
Hearst's issued and outstanding common stock, may be deemed to have the power
to direct the voting of and disposition of the Securities. Hearst, as the
owner of all of Hearst Broadcasting's issued and outstanding common stock, may
be deemed to have the power to direct the voting of and disposition of the
Securities. As a result, Hearst Broadcasting, Hearst and the Trust may be
deemed to share the power to direct the voting of and the disposition of the
Securities. The Securities constitute approximately 78.1% of the shares of
Series A Common Stock outstanding of the Issuer, based on the number of
outstanding shares reported in the Company's Proxy Statement dated March 25,
1998.
(c) On March 27, 1998, Hearst Broadcasting purchased 400,000 shares of
Series A Common Stock of the Issuer for $36.00 per share and 334,027 shares of
Series A Common Stock of the Issuer for $35.875 per share for an aggregate
purchase price of $26,383,218.63. Each purchase was made pursuant to a
privately negotiated transaction.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: March 31, 1998
HEARST BROADCASTING, INC.
By: /S/ VICTOR F. GANZI
_______________________________
Name: Victor F. Ganzi
Title: Vice President
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: March 31, 1998
THE HEARST CORPORATION
By: /S/ JAMES M. ASHER
_______________________________
Name: James M. Asher
Title: Vice President
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 31, 1998
THE HEARST FAMILY TRUST
By: /S/ VICTOR F. GANZI
_______________________________
Name: Victor F. Ganzi
Title: Trustee
