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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Hearst-Argyle Television, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
HEARST-ARGYLE
-------------
TELEVISION, INC.
888 SEVENTH AVENUE
NEW YORK, NEW YORK 10106
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 14, 1998
----------------
To the Stockholders of HEARST-ARGYLE TELEVISION, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "1998
Annual Meeting") of Hearst-Argyle Television, Inc. (the "Company"), a Delaware
corporation, will be held at the Executive Conference Center at the Sheraton
Hotel & Towers, 811 Seventh Avenue, New York, New York, on Tuesday, April 14,
1998, at 11:00 a.m., local time, for the following purposes:
1. To elect one Series A Class I Director and six Series B Class I
Directors to hold office for a term of two years or until their respective
successors are elected and qualified; and
2. To transact such other business as may properly come before the
meeting or its adjournment.
The close of business on March 6, 1998 has been fixed by the Board of
Directors as the record date for the 1998 Annual Meeting. Only holders of
record of the Company's Series A Common Stock, Series B Common Stock, Series A
Preferred Stock and Series B Preferred Stock on that date will be entitled to
notice of and to vote at the 1998 Annual Meeting or any adjournment thereof,
notwithstanding transfer of any stock on the books of the Company after such
record date. The stock transfer books will not be closed.
A Proxy Statement, form of Proxy and copy of the Annual Report on the
Company's operations during the fiscal year ended December 31, 1997 accompany
this notice.
It is important that your shares be represented at the 1998 Annual Meeting.
Whether or not you expect to attend in person, please sign and date the form
of Proxy and return it in the enclosed envelope. The form of Proxy is enclosed
in the sleeve attached to the front of the mailing envelope in which this
Proxy Statement is contained. Stockholders who attend the 1998 Annual Meeting
may revoke their Proxies and vote in person if they desire.
By Order of the Board of Directors
Dean H. Blythe,
Secretary
March 25, 1998
New York, New York
<PAGE>
HEARST-ARGYLE
-------------
TELEVISION, INC.
888 SEVENTH AVENUE
NEW YORK, NEW YORK 10106
----------------
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 14, 1998
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished to the stockholders of Hearst-Argyle
Television, Inc., a Delaware corporation (the "Company"), in connection with
the solicitation by the Board of Directors of Proxies to be voted at the
Annual Meeting of Stockholders of the Company (the "1998 Annual Meeting") to
be held at the Executive Conference Center at the Sheraton Hotel & Towers, 811
Seventh Avenue, New York, New York, on Tuesday, April 14, 1998, at 11:00 a.m.,
Eastern time, or at any adjournment thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. References herein to
the "Company" include its subsidiaries, unless the context otherwise requires.
This Proxy Statement and form of Proxy are being mailed to such stockholders
on or about March 25, 1998. If the enclosed form of Proxy is executed and
returned, it may nevertheless be revoked by the stockholder at any time prior
to its use by filing with the Secretary of the Company a written revocation or
a duly executed Proxy bearing a later date. A stockholder who attends the
meeting in person may revoke his or her Proxy at that time and vote in person
if so desired. Unless revoked or unless contrary instructions are given, each
Proxy duly signed, dated and returned will be voted as specified therein, but
unless otherwise specified, will be deemed to grant authority to vote:
(1) FOR the election of the Series A director nominee (the "Series A
Director") and the six Series B director nominees (the "Series B
Directors") listed under "Election of Directors" to serve as Class I
directors for a two-year term; and
(2) At the discretion of the persons named in the enclosed form of Proxy,
on any other matter that may properly come before the meeting or any
adjournment thereof.
The enclosed Proxy is solicited by and on behalf of the Board of Directors
of the Company.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
ELECTION OF THE BOARD'S DIRECTOR NOMINEES.
QUORUM AND VOTING
RECORD DATE; QUORUM
The Company's Board of Directors has fixed the close of business on Friday,
March 6, 1998 as the record date (the "Record Date") for the 1998 Annual
Meeting. Only holders of record of the Company's Series A Common Stock, Series
B Common Stock (together with the Series A Common Stock, the "Common Stock"),
Series A Preferred Stock and Series B Preferred Stock (together with the
Series A Preferred Stock, the "Preferred Stock") on the Record Date will be
entitled to notice of and to vote at the 1998 Annual Meeting and any
adjournments and postponements thereof. On the Record Date, there were
53,839,252 shares of Common Stock (consisting of 12,540,604 shares of Series A
Common Stock and 41,298,648 shares of Series B Common Stock) held by
approximately 156 stockholders of record, outstanding and entitled to vote at
the 1998 Annual Meeting and there were 21,876 shares of Preferred Stock
(consisting of 10,938 shares of Series A Preferred Stock and 10,938 shares of
Series B Preferred Stock) held by three stockholders of record, outstanding
and entitled to vote at the 1998 Annual Meeting.
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Except with respect to the election of directors, the presence, in person or
by Proxy, of the holders of a majority of the voting power of the outstanding
shares of all of the classes of the Company's capital stock is necessary to
constitute a quorum at the meeting, provided that in no event may a quorum
consist of less than one-third of the outstanding shares of all of the classes
of the Company's capital stock. With respect to the election of the Series A
Director, the presence in person or by Proxy, of the holders of a majority of
the voting power of the outstanding shares of the Series A Common Stock, the
Series A Preferred Stock and the Series B Preferred Stock is necessary to
constitute a quorum, provided that in no event may a quorum consist of less
than one-third of the outstanding shares of such classes. With respect to the
election of the Series B Directors, the presence, in person or by Proxy, of
Hearst Broadcasting, Inc. ("Hearst Broadcasting"), as the sole holder of 100%
of the outstanding shares of Series B Common Stock, is necessary to constitute
a quorum.
VOTING RIGHTS; VOTE REQUIRED FOR APPROVAL
Each holder of record of Common Stock and Preferred Stock as of the Record
Date is entitled to vote in accordance with the terms of the Company's Amended
and Restated Certificate of Incorporation, which provides that (i) the holders
of Series A Common Stock will be entitled to one vote per share of Series A
Common Stock; (ii) the holders of Series B Common Stock will be entitled to
one vote per share of Series B Common Stock; (iii) the holders of Series A
Preferred Stock will be 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 shares of Series A Preferred Stock are convertible as of the record
date for the stockholder meeting at which such votes are to be cast (in the
case of the Record Date for the 1998 Annual Meeting, 28 shares of Series A
Common Stock); and, (iv) the holders of the Series B Preferred Stock will be
entitled to 29 votes per share of Series B Preferred Stock (for any
stockholder meeting for which the record date is before July 11, 2001). The
holders of Series A Common Stock and Series B Common Stock vote together as a
single class on all matters, except with respect to (i) the election of
directors; (ii) any amendments to the Company's Amended and Restated
Certificate of Incorporation that alter or change the powers, preferences or
special rights of their respective series so as to affect them adversely; and,
(iii) such other matters as require class votes under the Delaware General
Corporation Law or the Company's Amended and Restated Certificate of
Incorporation. In addition, the holders of Preferred Stock are entitled to
vote on all matters submitted to a vote of holders of the Series A Common
Stock, with the holders of the Series A Preferred Stock and the Series B
Preferred Stock voting as a single class with the holders Series A Common
Stock. Cumulative voting is not permitted in the election of directors.
With respect to "Proposal One--Election of Directors" (the "Director
Election Proposal"), only holders of the Series A Common Stock, Series A
Preferred Stock (voting as a single class with the Series A Common Stock) and
Series B Preferred Stock (voting as a single class with the Series A Common
Stock) will be entitled to vote on the nominee for Series A Director described
under the Director Election Proposal, and only Hearst Broadcasting as the
holder of 100% of the outstanding Series B Common Stock will be entitled to
vote on the nominees for Series B Directors described under the Director
Election Proposal. The affirmative vote of a plurality of the voting power of
the shares of Series A Common Stock, Series A Preferred Stock and Series B
Preferred Stock represented at the 1998 Annual Meeting is required for the
election of the Series A Director. The affirmative vote of a plurality of the
voting power of the shares of Series B Common Stock represented at the 1998
Annual Meeting is required for the election of the Series B Director.
PROXIES; ABSTENTIONS; BROKER NON-VOTES
All shares of Common Stock and Preferred Stock represented by properly
executed Proxies received prior to or at the 1998 Annual Meeting and not
revoked will be voted in accordance with the instructions indicated in such
proxies. If no instructions are indicated on a properly executed and returned
Proxy, such Proxy will be voted "FOR" the Director Election Proposal.
Abstentions and broker non-votes are each included in the determination of
the number of shares present at the meeting for purposes of determining a
quorum. Abstentions are counted for determining the total number of votes cast
with respect to a proposal and thus will be counted as a vote "AGAINST" that
proposal. Broker
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non-votes are not counted in determining the total number of votes cast with
respect to a proposal and are counted neither as a vote "FOR" nor "AGAINST"
that proposal.
It is not expected that any matter not referred to herein will be presented
for action at the 1998 Annual Meeting. If any other matters are properly
brought before the 1998 Annual Meeting and any adjournments or postponements
thereof, the persons named in the Proxies will have discretion to vote on such
matters in accordance with their best judgment. The grant of a Proxy will also
confer discretionary authority on the persons named in the Proxy as Proxy
appointees to vote in accordance with their best judgment on matters incident
to the conduct of the 1998 Annual Meeting, including postponement or
adjournment for the purpose of soliciting additional votes.
A stockholder may revoke a Proxy at any time prior to its use by delivering
to the Secretary of the Company a signed notice of revocation or a later dated
signed Proxy or by attending the 1998 Annual Meeting and voting in person.
Attendance at the 1998 Annual Meeting will not in itself constitute the
revocation of a Proxy.
The cost of solicitation of Proxies will be paid by the Company. In addition
to solicitation by mail, Proxies may be solicited in person by directors,
officers and employees of the Company without additional compensation, and by
telephone, telegram, facsimile or similar method. Arrangements will be made
with brokerage houses and other custodians, nominees and fiduciaries to send
Proxy material to beneficial owners; and the Company upon request, will
reimburse them for their reasonable expenses in so doing.
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PROPOSAL ONE
ELECTION OF DIRECTORS
BOARD OF DIRECTORS
The Company's Amended and Restated Certificate of Incorporation provides for
classified directors and staggered director terms. Currently, the Company's
Board of Directors consists of 11 members. The holders of Series A Common
Stock and the holders of the Preferred Stock voting with the holders of the
Series A Common Stock as a single class elect two directors (the "Series A
Directors") and Hearst Broadcasting, as the sole holder of the Series B
Common, Stock, elects the balance of the directors (the "Series B Directors").
The Board is divided into two classes, Class I and Class II, with one Series A
Director in each class. The following table lists the name, age, class and
series designation for each director:
<TABLE>
<CAPTION>
DIRECTOR DIRECTOR
CLASS SERIES
NAME AGE DESIGNATION DESIGNATION
---- --- ----------- -----------
<S> <C> <C> <C>
David J. Barrett................................ 49 II B
Frank A. Bennack, Jr. .......................... 65 I B
John G. Conomikes............................... 65 I B
Victor F. Ganzi................................. 51 II B
George R. Hearst, Jr. .......................... 70 I B
William R. Hearst III........................... 48 II B
Bob Marbut...................................... 62 I B
Gilbert C. Maurer............................... 69 I B
David Pulver.................................... 56 II A
Virginia H. Randt............................... 48 II B
Caroline L. Williams............................ 51 I A
</TABLE>
Each director serves for a term ending on the second annual meeting date
following the annual meeting at which such director was elected, except that
each current Class I director will hold office until the 1998 Annual Meeting
and each current Class II director will hold office until the Company's annual
meeting of stockholders in 1999. Accordingly, at the 1998 Annual Meeting:
(i) the holders of the Series A Common Stock (and the holders of the
Series A Preferred Stock and the Series B Preferred Stock voting together
as a single class with the Series A Common Stock) will elect one Class I
Series A Director to hold office until the earlier of the Company's annual
meeting of stockholders in 2000 or until his or her successor is duly
elected and qualified; and
(ii) Hearst Broadcasting, as the sole holder of the Company's Series B
Common Stock, will elect the remaining six Class I Series B Directors to
hold office until the earlier of the Company's annual meeting of
stockholders in 2000 or until their respective successors are duly elected
and qualified.
Set forth below are the nominees for the Series A Director and the Series B
Directors. In the event that such nominees are unable to serve or for good
cause will not serve, the Proxies will be voted at the meeting for such other
person as the Board of Directors of the Company may recommend.
NOMINEE FOR CLASS I SERIES A DIRECTOR (TO BE ELECTED BY THE HOLDERS OF THE
SERIES A COMMON STOCK, THE SERIES A PREFERRED STOCK AND THE SERIES B PREFERRED
STOCK VOTING TOGETHER AS A SINGLE CLASS):
CAROLINE L. WILLIAMS has been a director of the Company since 1994. From
June 1993 to April 1995, she served as a director of Argyle Television
Holding, Inc. ("Argyle I"). Ms. Williams has served as Chair of Glencoe
Capital, LLC, a merchant banking firm that manages private equity funds, since
October 1997. From July 1992 through September 1993, Ms. Williams served as
the Vice President, Program Support of TechnoServe, a non-profit organization
providing business, management and technical assistance to community-
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based enterprises in Latin America and Africa. From August 1988 to January
1992, Ms. Williams was a Managing Director of Donaldson, Lufkin & Jenrette
Securities Corporation. Ms. Williams also serves as a Director of Swing-N-
Slide Corp.
In the event that this nominee is unable to serve or for good cause will not
serve, the Proxies will be voted at the meeting for such other person as the
Board of Directors of the Company may recommend.
YOUR DIRECTORS RECOMMEND A VOTE FOR THE ELECTION OF THE SERIES A DIRECTOR
NOMINEE.
NOMINEES FOR CLASS I SERIES B DIRECTORS (TO BE ELECTED BY HEARST BROADCASTING
AS THE SOLE HOLDER OF THE SERIES B COMMON STOCK):
FRANK A. BENNACK, JR. has served as a Director of the Company since August
29, 1997, the date of the consummation of the contribution of the television
broadcast group and related broadcast operations of The Hearst Corporation
("Hearst") to the Company and the merger of a wholly-owned subsidiary of
Hearst with and into the Company (the "Hearst Transaction"). Mr. Bennack has
served in the communications industry for over 40 years and has served as the
President and Chief Executive Officer of Hearst since January 1979. From
September 1974 to January 1979, Mr. Bennack served in a number of executive
positions at Hearst, including Executive Vice President, Chief Operating
Officer, and as Vice President and General Manager of The Hearst Newspaper
Group. He also served as Publisher of Hearst's San Antonio Light newspaper
from December 1967 to September 1974. Mr. Bennack first joined the San Antonio
Light in 1950 and after exploring other career options outside of Hearst,
returned in 1961 and has since been employed continuously by Hearst. Mr.
Bennack is a member of Hearst's Board of Directors, a Trustee of the Trust
established under the Will of William Randolph Hearst and a Director of both
The William Randolph Hearst Foundation of California and The Hearst Foundation
of New York. Mr. Bennack is also a director of The Chase Manhattan
Corporation, The Chase Manhattan Bank, American Home Products Corporation and
Polo Ralph Lauren Corp.
JOHN G. CONOMIKES has served as a Director of the Company and the Company's
President and Co-Chief Executive Officer since the consummation of the Hearst
Transaction on August 29, 1997. Mr. Conomikes has served in the broadcasting
industry for 38 years and served as a Vice President of Hearst and the General
Manager of Hearst's broadcast group since March 1983. From January 1981 to
March 1983, Mr. Conomikes served as Hearst's General Manager of Television and
from February 1970 to January 1981, served as Vice President and General
Manager of WTAE in Pittsburgh, Pennsylvania. Mr. Conomikes joined Hearst in
1959 at WTAE where he served in various positions before assuming the Vice
President and General Manager positions at the station. Mr. Conomikes is also
a member of Hearst's Board of Directors, a Trustee of the Trust established
under the Will of William Randolph Hearst and a Director of both The William
Randolph Hearst Foundation of California and The Hearst Foundation of New
York.
GEORGE R. HEARST, JR. has served as a Director of the Company since the
consummation of the Hearst Transaction on August 29, 1997. Mr. Hearst has
served as the Chairman of the Board of Directors of Hearst since March 1996.
From April 1977 to March 1996, Mr. Hearst served as a Vice President of Hearst
and headed its real estate activities. He served as Publisher of Hearst's Los
Angeles Herald-Examiner newspaper from January 1962 to April 1977, and as
Publisher of Hearst's Los Angeles Evening Herald Express newspaper from May
1957 to January 1962. He is also a Trustee of the Trust established under the
Will of William Randolph Hearst, a Director of The William Randolph Hearst
Foundation of California and the President and a Director of The Hearst
Foundation of New York. Mr. Hearst is a cousin of William Randolph Hearst III
and Virginia Hearst Randt.
BOB MARBUT has served as Chairman of the Board of Directors, Co-Chief
Executive Officer and a Director of the Company since the consummation of the
Hearst Transaction on August 29, 1997. Mr. Marbut has served in the
communications industry for 34 years and served as Chairman of the Board of
Directors, Chief Executive Officer and a Director of the Company from August
1994 until August 29, 1997. From March 1993 to April 1995, Mr. Marbut served
as Chief Executive Officer and a Director of Argyle I. Mr. Marbut is currently
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Chairman of the Board of Directors, President and Chief Executive Officer of,
and has been associated since 1991 with, Argyle Communications, Inc. and its
predecessor, both of which he founded to invest in and operate communications
companies. Mr. Marbut is also a Director of Tupperware Corporation, Ultramar
Diamond Shamrock Corporation and Tracor, Inc.
GILBERT C. MAURER has served as a Director of the Company since the
consummation of the Hearst Transaction on August 29, 1997. Mr. Maurer has
served in the communications industry for 45 years and has served as Chief
Operating Officer of Hearst since March 1990 and as Executive Vice President
of Hearst since June 1985. Mr. Maurer served as President of Hearst Magazines'
Division from December 1976 to March 1990. Prior to that he served as
Executive Vice President of Hearst Magazines' Division from September 1974 to
December 1976. Mr. Maurer joined Hearst in March 1973 as Vice President of
Hearst Magazines' Division. Prior to joining Hearst, Mr. Maurer spent 19 years
with Cowles Communications, Inc., where he held various positions. Mr. Maurer
is a member of Hearst's Board of Directors, a Trustee of Trust established
under the Will of William Randolph Hearst and a Director of both The William
Randolph Hearst Foundation of California and The Hearst Foundation of New
York.
YOUR DIRECTORS RECOMMEND A VOTE FOR THE ELECTION OF THE SERIES B DIRECTOR
NOMINEES.
DIRECTORS CONTINUING IN OFFICE
CLASS II DIRECTORS (TERM EXPIRES IN 1999)
DAVID J. BARRETT has served as a Director of the Company and as the
Company's Executive Vice President and Chief Operating Officer since the
consummation of the Hearst Transaction on August 29, 1997. Mr. Barrett has
served in the broadcasting industry for 27 years and served as a Vice
President of Hearst and Deputy General Manager of Hearst's broadcast group
since January 1991. Mr. Barrett served as General Manager of WBAL in
Baltimore, Maryland from November 1989 to January 1991. He joined Hearst in
1984 as General Manager of Hearst's radio properties and continued in that
position until 1989. Prior to joining Hearst, Mr. Barrett was Executive Vice
President of Doubleday Broadcasting, based in Washington, D.C. Mr. Barrett is
a member of Hearst's Board of Directors.
VICTOR F. GANZI has served as a Director of the Company since the
consummation of the Hearst Transaction on August 29, 1997. Mr. Ganzi has
served as Executive Vice President of Hearst since March 1997. From 1992 to
1997, at various times Mr. Ganzi served as Hearst's Senior Vice President,
Chief Financial Officer and Chief Legal Officer. In March 1995, he added and
still has the duties of Group Head of Hearst's Books/Business Publishing
Group. Mr. Ganzi joined Hearst in May 1990 as General Counsel and Vice
President. Prior to joining Hearst, Mr. Ganzi was the Supervising Partner at
Rogers & Wells, the New York based international law firm and a Partner in its
Tax Department. Before joining Rogers & Wells in 1973, Mr. Ganzi practiced as
a Certified Public Accountant in taxation at the accounting firm of Touche
Ross & Co. in Denver, Colorado. He is also a member of Hearst's Board of
Directors, a Trustee of the Trust established under the Will of William
Randolph Hearst and a Director of both The William Randolph Hearst Foundation
of California and The Hearst Foundation of New York.
WILLIAM RANDOLPH HEARST III has served as a Director of the Company since
the consummation of the Hearst Transaction on August 29, 1997. Mr. Hearst is a
partner in the Menlo Park, California venture capital firm of Kleiner,
Perkins, Caufield and Byers, which he joined in January 1995. From October
1984 to December 1995, Mr. Hearst served as Publisher of Hearst's San
Francisco Examiner newspaper. He held positions at Hearst's cable operations
in California and at Hearst's Los Angeles Herald-Examiner newspaper, from June
1978 to October 1984. Mr. Hearst is a member of Hearst's Board of Directors, a
Trustee of the Trusts established under the Will of William Randolph Hearst
and a Director of both The William Randolph Hearst Foundation of California
and The Hearst Foundation of New York. Mr. Hearst is Vice Chairman and a
member of the Board of Directors of At Home Corporation. Mr. Hearst is a
cousin of George R. Hearst, Jr. and Virginia Hearst Randt.
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DAVID PULVER has served as a Director of the Company since December 1994.
From June 1993 to April 1995, he served as a Director of Argyle I. Mr. Pulver
is President of Cornerstone Capital, Inc., a private investment company. Mr.
Pulver serves as a Director of Costco Wholesale Corporation, a wholly-owned
subsidiary of Costco Companies, Inc., and J. Baker, Inc. Mr. Pulver is also a
Trustee of Colby College.
VIRGINIA H. RANDT has served as a Director of the Company since the
consummation of the Hearst Transaction on August 29, 1997. Ms. Randt was
elected a Director of The Hearst Corporation in September 1990 and has served
on the Audit Committee of the Hearst Board of Directors since March 1991. Ms.
Randt worked on the advertising staff of Hearst's Country Living magazine from
January 1982 to October 1983 and on the editorial staff of Hearst's House
Beautiful magazine from October 1980 to November 1981. Prior to that she
worked at Hearst's Los Angeles Herald-Examiner newspaper from January 1978 to
September 1980. From 1976 to 1977, Ms. Randt worked at The National Magazine
Company Limited of Great Britain, a wholly-owned subsidiary of Hearst. She is
a cousin of George R. Hearst, Jr. and William Randolph Hearst III.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held a total of seven meetings in 1997 (three prior
to the Hearst Transaction and four following the Hearst Transaction). Each
director attended at least 75% of the aggregate of the total number of
meetings held by the Board of Directors and the total number of meetings held
by all committees of the Board of Directors on which he or she served other
than George R. Hearst, Jr. and William Randolph Hearst III, each of whom
attended 50% of the meetings held in 1997 during their term as directors. The
Board of Directors has an Audit Committee (the "Audit Committee"), a
Compensation Committee (the "Compensation Committee") and an Executive
Committee (the "Executive Committee"). The Board of Directors does not have a
standing nominating committee.
Audit Committee. The Audit Committee consists of William Randolph Hearst
III, David Pulver, Virginia H. Randt and Caroline Williams. Mr. Pulver serves
as Chair of the Audit Committee. Mr. Hearst and Ms. Randt were added as
members of the Audit Committee following the consummation of the Hearst
Transaction. The Audit Committee reviews and recommends to the Board the
independent auditors to be selected to audit the Company's financial
statements and consults with the Company's independent auditors and with
personnel from the internal financial staff with respect to corporate
accounting, reporting and internal control practices. The Audit Committee met
three times during 1997 (once prior to the Hearst Transaction and twice
following the Hearst Transaction).
Compensation Committee. The Compensation Committee consists of Frank A.
Bennack, Jr., David Pulver and Caroline Williams. Ms. Williams serves as Chair
of the Compensation Committee. Mr. Bennack was added as a member of the
Compensation Committee following the consummation of the Hearst Transaction.
The Compensation Committee reviews and approves salary and bonus levels for
executive officers and total compensation for senior executive officers. The
Compensation Committee met four times during 1997 (twice prior to the Hearst
Transaction and twice following the Hearst Transaction).
Executive Committee. Following the consummation of the Hearst Transaction,
the Board established an Executive Committee. The Executive Committee consists
of Frank A. Bennack, Jr., John G. Conomikes, George R. Hearst, Jr., Bob Marbut
and David Pulver. Mr. Conomikes serves as Chair of the Executive Committee.
During the intervals between meetings of the Board of Directors, the Executive
Committee may exercise all of the powers of the Board of Directors in the
direction and management of the business and affairs of the Company. The
Executive Committee did not meet in 1997.
DIRECTOR COMPENSATION
Directors who are also employees of the Company or of Hearst receive no
compensation for their service as directors. Prior to the consummation of the
Hearst Transaction, the directors who were not also employees of the Company
or of Hearst (the "Outside Directors"), were paid an annual retainer of
$20,000 per year and were
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granted options to purchase 5,000 shares of Argyle Series C stock that were
exercisable at the fair market value per share on the date of the grant. The
Outside Directors are currently paid $24,000 annually, a fee of $6,000 for
each committee on which he or she serves, a fee of $5,000 for service as a
committee chair, a fee of $1,500 for each Board meeting attended and a fee of
$1,000 for each committee meeting attended. The Outside Directors also receive
annual grants of 4,000 options (and an additional 1,000 if serving as a
Committee Chair) under the terms of the Company's 1997 Option Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
John G. Conomikes, the President and Co-Chief Executive Officer of the
Company, serves on the Finance Committee of Hearst, which functions as a
compensation committee. The Company reimburses Hearst under the Services
Agreement described under "Certain Relationships and Related Transactions" for
the services of Mr. Conomikes, who remains an employee of Hearst. Frank A.
Bennack, Jr., a member of the Company's Compensation Committee, is also a
member of the Finance Committee of Hearst and the Incentive Compensation Plan
Committee of Hearst, a committee which also has compensation-related
responsibilities. Mr. Bennack is also the President and Chief Executive
Officer of Hearst. David J. Barrett, the Executive Vice President and Chief
Operating Officer of the Company, is a director of Hearst.
8
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<C> <C> <S>
Bob Marbut*................. 62 Chairman of the Board of Directors, Co-
Chief Executive Officer
John G. Conomikes*.......... 65 President, Co-Chief Executive Officer
David J. Barrett*........... 49 Executive Vice President, Chief Operating
Officer
Anthony J. Vinciquerra...... 43 Executive Vice President
Dean H. Blythe.............. 39 Senior Vice President--Corporate
Development, Secretary and General Counsel
Harry T. Hawks.............. 44 Senior Vice President and Chief Financial
Officer
Ibra Morales................ 52 Senior Vice President--Sales
</TABLE>
- --------
* Member of the Board of Directors. See "Election of Directors" for additional
information.
ANTHONY J. VINCIQUERRA has served as Executive Vice President since joining
the Company in August 1997. Mr. Vinciquerra has served in the broadcasting
industry for 21 years and joined Hearst as Group Executive of Hearst's
broadcast group in June 1997. Prior to his appointment at Hearst, Mr.
Vinciquerra served as Executive Vice President of the television station group
of CBS from November 1995 to June 1997. From January 1993 to November 1995, he
served as Vice President and General Manager of KYW-TV in Philadelphia,
Pennsylvania and from July 1986 to January 1993 he served as General Sales
Manager and, subsequently, Vice President and Station Manager of WBZ-TV in
Boston, Massachusetts. Earlier in his career, Mr. Vinciquerra worked at
Hearst's Times Union newspaper and as a Sales Manager at WTAE.
DEAN H. BLYTHE has served as Senior Vice President--Corporate Development,
Secretary and General Counsel of the Company since August 29, 1997, and prior
to that date and since October 1994, as Vice President--Corporate Development,
Secretary and General Counsel. From February 1987 to October 1994, Mr. Blythe
served at A.H. Belo Corporation, where he served The Dallas Morning News,
Inc., a subsidiary of A.H. Belo Corporation, as Vice President of Business
Development from September 1993 to October 1994 and as Vice President of
Special Projects from January 1992 to September 1993. From February 1987 to
January 1992, Mr. Blythe served as Assistant General Counsel for A. H. Belo
Corporation.
HARRY T. HAWKS has served as Senior Vice President and Chief Financial
Officer of the Company since the consummation of the Hearst Transaction, prior
to which he had been Chief Financial Officer and Assistant Secretary and
Treasurer of the Company since August 1994. Mr. Hawks served as Vice
President--Finance of Argyle I from March 1993 until June 1993 and from June
1993 to April 1995 he served as its Chief Financial Officer. Prior to joining
the Company, Mr. Hawks co-founded Cumberland Capital Corporation, a merchant
banking firm, where he served as its President and as a director from 1989
until 1992.
IBRA MORALES has served as Senior Vice President--Sales since the
consummation of the Hearst Transaction. He has been in the broadcasting
industry for 26 years and served as Executive Vice President, Chief Revenue
Officer and a Director of the Company from August 1994 until August 1997. From
March 1993 to April 1995, Mr. Morales served as Chairman of the Board of
Directors and President of Argyle I. From 1978 until March 1993, Mr. Morales
was with Katz Communications, Inc., a national television advertising sales
representative firm, where he served as Vice President-National Sales
Manager/General Sales Manager from 1987 until 1993.
9
<PAGE>
EXECUTIVE COMPENSATION AND OTHER MATTERS
The following table sets forth certain information for the fiscal years
ended December 31, 1997, 1996 and 1995 of the Chief Executive Officers and the
other four most highly compensated executive officers of the Company who were
executive officers as of December 31, 1997 and Blake Byrne, who served as an
executive officer until August 29, 1997:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
------------------------------- ------------
SECURITIES
NAME AND- OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL FISCAL COMPENSATION OPTIONS COMPENSATION
POSITION YEAR SALARY($) BONUS($) ($)(1) (#) ($)(2)
--------- ------ --------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Bob Marbut.............. 1997 383,333 225,000 49,967 300,000 3,250
Chairman of the Board 1996 200,000 200,000 45,756 6,631 2,375
of Directors, Co-Chief 1995 175,000 25,680 19,786 321,067 735
Executive Officer
John G. Conomikes....... 1997 216,667 34,667 6,750 -- 1,583
President and Co-Chief 1996 -- -- -- -- --
Executive Officer and 1995 -- -- -- -- --
Director(3)(4)
David J. Barrett........ 1997 173,333 50,661 11,887 230,000 1,583
Executive Vice 1996 -- -- -- -- --
President, Chief 1995 -- -- -- -- --
Operating Officer and
Director(3)
Blake Byrne............. 1997 166,667 44,297 35,414 -- 503,250(6)
President, Chief 1996 200,000 200,000 48,285 6,671 2,375
Operating Officer and 1995 175,000 18,900 21,829 321,067 1,490
Director(5)
Ibra Morales............ 1997 253,333 63,938 25,503 100,000 3,250
Senior Vice President- 1996 200,000 200,000 30,271 6,671 2,375
Sales 1995 175,000 17,273 6,400 321,067 779
Dean H. Blythe.......... 1997 190,000 50,850 174,826 100,000 3,250
Senior Vice President-- 1996 150,000 50,000 6,000 -- 2,112
Corporate Development, 1995 130,000 29,230 -- 21,000 1,500
Secretary and
General Counsel
Harry T. Hawks.......... 1997 183,333 65,376 247,298 100,000 3,250
Senior Vice President, 1996 135,000 16,380 10,672 6,671 2,025
Chief Financial Officer 1995 120,000 17,208 4,000 321,067 1,294
</TABLE>
10
<PAGE>
- --------
(1) Amounts in this column consist of the following: (i) dollar values of
perquisites consisting of premiums for life insurance reimbursed to the
following individuals, automobile allowances, tax preparation expense
reimbursements and moving expense reimbursements, and (ii) payments for
tax gross-ups.
<TABLE>
<CAPTION>
PERQUISITES
---------------------------------------------
LIFE TAX MOVING TAX
INSURANCE AUTO PREPARATION EXPENSE GROSS-UP
PREMIUMS ALLOWANCE FEES REIMBURSEMENT PAYMENT
($) ($) ($) ($) ($)
--------- --------- ----------- ------------- --------
<S> <C> <C> <C> <C> <C> <C>
Bob Marbut.............. 1997 20,367 10,400 6,750 6,368 6,082
1996 27,156 9,600 9,000 -- --
1995 13,386 6,400 -- -- --
John G. Conomikes*...... 1977 6,750 -- -- -- --
1996 -- -- -- -- --
1995 -- -- -- -- --
David J. Barrett**...... 1997 1,527 4,496 -- -- --
1996 -- -- -- -- --
1995 -- -- -- -- --
Blake Byrne............. 1997 22,264 6,400 6,750 -- --
1996 29,685 9,600 9,000 -- --
1995 15,429 6,400 -- -- --
Dean H. Blythe.......... 1997 -- 7,600 -- 85,536 81,690
1996 -- 6,000 -- -- --
1995 -- -- -- -- --
Ibra Morales............ 1997 8,753 10,000 6,750 -- --
1996 11,671 9,600 9,000 -- --
1995 -- 6,400 -- -- --
Harry T. Hawks.......... 1997 1,254 7,600 2,250 120,813 115,381
1996 1,672 6,000 3,000 -- --
1995 -- 4,000 -- -- --
</TABLE>
* The life insurance premiums paid on behalf of Mr. Conomikes represent the
Company's pro rata portion of such premiums for the period covering August
29, 1997 (the date he became an officer of the Company), through December
31, 1997.
** The Company reimbursed Hearst $5,864 for the Company's pro rata portion of
payments of club membership dues for Mr. Barrett in 1997.
(2) Amounts in this column represent the amounts contributed by the Company to
the Company's 401(k) Savings Plan (a non-discriminatory retirement plan
established pursuant to Section 401(k) of the Internal Revenue Code).
(3) Reflects compensation paid by the Company to Mr. Barrett and to Hearst for
the services of Mr. Conomikes from August 29, 1997 (the date they became
officers of the Company), through December 31, 1997.
(4) Mr. Conomikes is not an employee of the Company. Hearst provides Mr.
Conomikes' services to the Company pursuant to the Services Agreement
described under "Certain Relationships and Related Transactions" and the
Company reimburses Hearst for such services. Mr. Conomikes also receives
compensation from Hearst for services provided to Hearst.
(5) Mr. Byrne resigned from all of his positions with the Company effective
August 29, 1997.
(6) Reflects the amount Mr. Byrne received pursuant to his employment
agreement upon his resignation.
11
<PAGE>
PENSION PLAN
The table below sets forth information with respect to the Company's Pension
Plan, which was established upon the consummation of the Hearst Transaction on
August 29, 1997. The Pension Plan covers all of the named executive officers,
except for Mr. Conomikes, who is covered by The Hearst Corporation Pension
Plan. The Company's Pension Plan is designed to provide a benefit of 1 1/2%
for each year of credited service (which excludes the first year of
employment) multiplied by the average annual salary (as defined in the
Company's Pension Plan) for the participant's five highest consecutive full
calendar years, and has a 40 year maximum. As a tax-qualified pension plan,
the highest amount of compensation which may be considered under federal law
with respect to determining pension benefits is currently $160,000, as
adjusted for the cost of living each year, except that any increase which is
not a multiple of $10,000 shall be rounded to the next lowest multiple of
$10,000.
<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------------------
REMUNERATION 15 20 25 30 35 40
------------ ------ ------ ------ ------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
100,000......................... 22,500 30,000 37,500 45,000 52,500 60,000
110,000......................... 24,750 33,000 41,250 49,500 57,750 66,000
120,000......................... 27,000 36,000 45,000 54,000 63,000 72,000
130,000......................... 29,250 39,000 48,750 58,500 68,250 78,000
140,000......................... 31,500 42,000 52,500 63,000 73,500 84,000
150,000......................... 33,750 45,000 56,250 67,500 78,750 90,000
160,000......................... 36,000 48,000 60,000 72,000 84,000 96,000
170,000......................... 38,250 51,000 63,750 76,500 89,250 102,000
180,000......................... 40,500 54,000 67,500 81,000 94,500 108,500
190,000......................... 42,750 57,000 71,250 85,500 99,750 114,000
200,000......................... 45,000 60,000 75,000 90,000 105,000 120,000
</TABLE>
Messrs. Marbut, Blythe, Hawks and Morales became participants in the
Company's Pension Plan effective as of January 1, 1998 and accordingly do not
have any credited service thereunder. Mr. Barrett became a participant in the
Company's Pension Plan effective August 29, 1997 and has 13 years of credited
service thereunder. The Company's Pension Plan covers salary and bonus and
benefits under the plan are computed on the basis of straight-line annuity
amounts. The benefits described above are not subject to any deduction for
Social Security or other offset amounts.
12
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following two tables provide information relating to stock options
granted for the Company's Series A Common Stock under the Company's 1997
Option Plan (the "Plan").
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------
POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF
SECURITIES GRANTED TO EXERCISE STOCK PRICE APPRECIATION
UNDERLYING EMPLOYEES OR BASE FOR OPTION TERM(2)
OPTIONS IN FISCAL PRICE EXPIRATION ------------------------
NAME GRANTED(1) YEAR ($/SH) DATE 5%($) 10%($)
- ---- ---------- ---------- -------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Bob Marbut.............. 300,000 16.3 26.50 8/11/08 4,999,712 12,670,253
John G. Conomikes(3).... -- -- 8/11/08 -- --
David J. Barrett(3)..... 230,000 12.5 26.50 8/11/08 3,834,100 9,712,900
Blake Byrne(4).......... -- -- -- 8/11/08 -- --
Dean H. Blythe.......... 100,000 5.4 26.50 8/11/08 1,667,000 4,223,000
Harry T. Hawks.......... 100,000 5.4 26.50 8/11/08 1,667,000 4,223,000
Ibra Morales............ 100,000 5.4 26.50 8/11/08 1,667,000 4,223,000
</TABLE>
- --------
(1) All options granted in 1992 to the named executive officers were granted
pursuant to the Plan under the terms of their respective employment
agreements. See "Employment Agreements." One-half of these options vest on
August 12, 2000. The other one-half of these options vest on August 12,
2006, subject to earlier vesting in one-third increments when the market
price of the Company's Series A Common Stock reaches $31 per share, $37
per share and $43 per share, in each case for a period of 10 consecutive
trading days. The first increment (one-sixth of the total indicated)
vested in March 1998. In addition, options granted under the Plan are
subject to earlier vesting in the event of a Change of Control or similar
transaction as provided in the Plan. If a participant's employment or
service as a non-employee director is terminated by the Company for
"cause" (as defined in the Plan) or was voluntary by a participant (other
than voluntary termination in connection with retirement upon or after
reaching age 65), any such participant's options automatically will be
forfeited and unexercisable. If the participant was terminated because of
death, disability or retirement upon or after reaching age 65, or the
participant is terminated by the Company "without cause," a stock option
that is exercisable on the date of termination may be exercised at any
time prior to one year from the date of such termination. If a participant
is terminated with the approval of the Company's Board of Directors, the
Board, in its discretion, may accelerate or otherwise modify the vesting
conditions applicable to any then unexercisable options, extend the
exercise period following termination of employment (but in no event
beyond the original exercise term of the grant) or modify the vesting
terms and extend the exercise term of the grant. The maximum term of the
options is 10 years.
(2) Calculated based on the fair market value of the Company's Series A Common
Stock on the date of grant. The amounts represent only certain assumed
rates of appreciation. Actual gains, if any, on stock option exercises and
common stock holdings cannot be predicted, and there can be no assurance
that the gains set forth in the table will be achieved.
(3) Messrs. Conomikes and Barrett became officers of the Company on August 29,
1997.
(4) Mr. Byrne resigned from all of his positions with the Company effective
August 29, 1997.
13
<PAGE>
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE MONEY
OPTIONS AT OPTIONS AT
FY-END(#) FY-END($)(1)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ---- --------------- ----------- -------------- ---------------
<S> <C> <C> <C> <C>
Bob Marbut.............. (3) $4,650,300 0/300,000 0/975,000
John G. Conomikes(2).... -- -- -- --
David J. Barrett(2)..... -- -- 0/230,000 0/747,500
Blake Byrne(2).......... (3) $4,650,300 0/0 0/0
Dean H. Blythe.......... (4) $ 98,925 10,000/100,000 197,500/325,000
Harry T. Hawks.......... (3) $1,162,608 0/100,000 0/325,000
Ibra Morales............ (3) $4,650,300 0/100,000 0/325,000
</TABLE>
- --------
(1) Based on the closing price of $29.75 per share of shares of the Company's
Series A Common Stock on the NASDAQ National Market System on December 31,
1997, the last trading day of the fiscal year.
(2) Messrs. Conomikes and Barrett became officers of the Company on August 29,
1997. Mr. Byrne resigned from all of his positions with the Company
effective August 29, 1997.
(3) In connection with the Hearst Transaction, Messrs. Marbut, Byrne, Morales
and Hawks agreed to cancel their then outstanding options and received
cash equal to the difference between $26.50 (the cash consideration
payable in the Hearst Transaction) and the exercise price of the options
(the "Option Cash Consideration").
(4) In connection with the Hearst Transaction, Mr. Blythe cancelled a portion
of his outstanding options in exchange for the Option Cash Consideration.
EMPLOYMENT AGREEMENTS
As of August 12, 1997, the Company entered into an Employment Agreement with
Bob Marbut, the Company's Chairman of the Board and Co-Chief Executive
Officer, for a term commencing upon the consummation of the Hearst Transaction
and ending on December 31, 2000. Pursuant to the Employment Agreement, Mr.
Marbut is entitled to an initial base salary of $650,000 (subject to review
for an increase by the Company beginning in calendar year 1999) and a bonus in
an amount and on the basis of criteria to be established by the Compensation
Committee of the Board of Directors. The bonus is subject to a maximum equal
to 75% of the base salary for that year, with a "target" bonus equal to 40% of
the base salary, subject to the Compensation Committee's discretion to
increase such percentages. Mr. Marbut's employment terminates upon his death
and may be terminated by the Company upon his "disability" or for "cause" or
"without cause" (in each case, as defined in the Employment Agreement). Mr.
Marbut may terminate his employment voluntarily with "good reason," or
"without good reason" (in each case, as defined in the Employment Agreement).
In the event of a termination by the Company "without cause" or by Mr. Marbut
with "good reason," Mr. Marbut is entitled to receive a lump sum payment equal
to his base salary and target bonus for the longer of the then-remaining term
of the Employment Agreement or one year.
The Employment Agreement also provides for certain perquisites and the award
of options to purchase 300,000 shares of the Company's Series A Common Stock,
subject to certain vesting requirements, except that if Mr. Marbut's
employment is terminated "without cause" on or after September 1, 1998,
options to acquire 16 2/3% of such shares become exercisable upon such
termination or if Mr. Marbut's employment is terminated "without cause" on or
after September 1, 1999, options to acquire 33 1/3% of such shares become
exercisable upon such termination.
14
<PAGE>
The Employment Agreement contains a covenant by Mr. Marbut against
solicitation of the Company's employees, independent contractors, customers,
agencies or advertisers for two years following termination of his employment
for any reason and, in the case of termination by the Company for "cause" or
by Mr. Marbut without "good reason," a covenant by Mr. Marbut against directly
competing with the Company for a period equal to the lesser of two years and
the remainder of the term of the Employment Agreement.
As of August 12, 1997, the Company entered into employment agreements with
each of Messrs. Barrett, Blythe, Hawks and Morales for a term commencing on
the consummation of the Hearst Transaction and ending on December 31, 1999.
Mr. Conomikes is not an employee of the Company. Hearst provides the services
of Mr. Conomikes to the Company pursuant to the Services Agreement described
under "Certain Relationships and Related Transactions." Pursuant to the
employment agreements, each of these executive officers is entitled to a base
salary plus a bonus. The annual base salary and target bonus as a percentage
of annual salary for each of such executive officers is as follows: Mr.
Barrett--$520,000, 40%; Mr. Blythe--$260,000, 40%; Mr. Hawks--$260,000, 40%
and Mr. Morales--$260,000, 40%. Additionally, pursuant to their respective
employment agreements the following executive officers were granted stock
options under the Company's 1997 Stock Option Plan in the following amounts:
Mr. Barrett--230,000; Mr. Blythe--100,000; Mr. Hawks--100,000 and
Mr. Morales--100,000.
The employment agreements terminate upon the death of the executive officer
and may be terminated by the Company upon the "disability" of the executive
officer or for "cause" (in each case, as defined in the employment
agreements). The employment agreements also provide that if employment is
terminated by the executive officer with "good reason" or by the Company
"without cause," (in each case, as defined in the employment agreements) then
the executive officer will be entitled to a lump sum payment equal to the sum
of his base salary plus target bonus for the longer of the then-remaining term
of the Employment Agreement or one year.
401(K) SAVINGS PLAN
Effective as of August 29, 1997, the Company adopted the Hearst-Argyle
Television, Inc. Savings Plan (the "Savings Plan"), a retirement plan
qualified under Section 401(k) of the Internal Revenue Code of 1986, as
amended, which covers employees of the Company and its subsidiaries who have
attained the age of 21. Employees transferred from Hearst in connection with
the Hearst Transaction were covered as of August 29, 1997; the remaining
employees of the Company were covered as of January 1, 1998. Subject to
statutory limitations, an employee may contribute 1% to 8% of his annual
compensation on a pre-tax basis, and 1% to 8% on an after tax basis. The
employer will match 50% of each participating employee's contributions up to
6% of such employee's base salary, on either a pre-tax or after tax basis.
Contributions are allocated to each employee's individual account, which is
intended to be invested in separate investment funds according to the
direction of the employee. Mr. Marbut and the four other most highly
compensated executive officers of the Company participate in the Savings Plan.
Mr. Conomikes continues to participate in Hearst's Savings Plan.
15
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CHASE. An affiliate of The Chase Manhattan Bank ("Chase") owns approximately
9.2% of the Company's outstanding Series A Common Stock (or 2.2% of the
Company's outstanding Common Stock, including the Series A Common Stock and
the Series B Common Stock). Chase is the lead agent bank under the $1 billion
credit facility that the Company entered into upon consummation of the Hearst
Transaction. The Credit Facility matures on December 31, 2004 and borrowings
thereunder bear interest at an applicable margin that varies based on the
Company's ratio of total debt to operating cash flow. Frank A. Bennack, Jr., a
director of the Company, is also a director of Chase and The Chase Manhattan
Corporation.
HEARST. Upon consummation of the Hearst Transaction, the Company entered
into a series of agreements with Hearst, which holds through a subsidiary 100%
of the outstanding shares of the Company's Series B Common Stock constituting
approximately 76.7% of the Company's total outstanding common stock.
MANAGEMENT AGREEMENT. Hearst and the Company are parties to a Management
Services Agreement pursuant to which the Company provides certain management
services (i.e., sales, news, programming, legal, financial, accounting,
engineering and promotion services) with respect to WWWB-TV (Hearst's owned
television station in Tampa, Florida), WBAL-AM and WIYY-FM (Hearst's owned
AM/FM radio stations in Baltimore, Maryland,), and WPBF-TV (Hearst's owned
television station in West Palm Beach, Florida). In addition, the Company
provides certain management services to Hearst in order to allow Hearst to
fulfill its obligations under the Program Services and Time Brokerage
Agreement between Hearst and the permittee of KCWB-TV (a Kansas City,
Missouri, television station). Hearst has the right, but not the obligation,
to add to such managed stations any additional broadcast stations that it may
acquire (or for which it enters into a time brokerage agreement) during the
term of the Management Services Agreement.
The annual management fee for the services provided to these stations is an
amount equal to the greater of (i) (x) $50,000 for Hearst's radio stations
(counted as a single property) and $50,000 for KCWB-TV, or (y) for all others
(including WWWB-TV and WPBF-TV), $100,000 per station, and (ii) a specified
percentage of the positive broadcast cash flow from each such property
(ranging from 20% for the first year to 50% for the fourth year and
thereafter). Hearst also reimburses the Company for the Company's direct
operating costs and expenses incurred with unrelated third parties and amounts
paid on behalf of a managed station under the Services Agreement described
below. Corporate overhead is not reimbursed except to the extent it had
historically been treated as an operating expense by Hearst in calculating
broadcast cash flow for a station. The term of the Management Agreement
commenced at the consummation of the Hearst Transaction and will continue for
each station, respectively, until the earlier (i) Hearst's divestiture of the
station to a third party; (ii) if applicable, the exercise of the option
granted to the Company to acquire certain of the stations pursuant to the
Option Agreement described below; or, (iii) five years after the consummation
of the Hearst Transaction; provided, however, that Hearst will have the right
to terminate the Management Services Agreement as to a particular station
covered by an option or right of first refusal under the Option Agreement at
any time upon 90 days' prior written notice if the option period or right of
first refusal period, as applicable has expired without having been exercised.
The Management Services Agreement will also terminate if Hearst ceases to own
a majority of the Company's voting common stock or to have the right to elect
a majority of the Company's directors. In 1997, Hearst paid the Company an
aggregate amount of $699,000 pursuant to the Management Agreement.
Television Station Option Agreement. Hearst and the Company are parties to
an Option Agreement pursuant to which Hearst has granted to the Company an
option to acquire WWWB-TV, and Hearst's interests (which interests include an
option to acquire the station) with respect to KCWB-TV (together with WWWB-TV,
the "Option Properties"), as well as a right of first refusal for a period of
36 months following the consummation of the Hearst Transaction with respect to
WPBF-TV (if such station is proposed by Hearst to be sold to a third party).
The option period for each Option Property is from 18 to 36 months following
the consummation of the Hearst Transaction, and the purchase price will be the
fair market value of such station based upon agreement between the parties or,
if either party so elects, an independent third-party appraisal, subject to
certain specified parameters. If Hearst elects to sell an Option Property
prior to the commencement of, or during, the option, the
16
<PAGE>
Company will have a right of first refusal to acquire such Option Property.
Hearst may elect to receive the stock of the Company in payment for the
exercise of the option or right of first refusal. The exercise of the option
and the right of first refusal will be by action of the independent directors
of the Company, and any option exercise may be withdrawn by the Company after
receipt of the appraisal described above.
Radio Facilities Lease. Hearst and the Company are parties to a Studio Lease
Agreement pursuant to which Hearst leases from the Company premises for WBAL-
AM and WIYY-FM, Hearst's Baltimore, Maryland, radio stations. The term of the
lease commenced at the consummation of the Hearst Transaction and will
continue as to the space occupied by each radio station, respectively, until
the earlier of (i) Hearst's divestiture of the radio station to a third party,
in which case either party (i.e., the Company or the buyer of the station)
will be entitled to terminate the lease with respect to that station upon
certain prior written notice or (ii) 36 months following consummation of the
Hearst Transaction. The rent under the lease is the sum of those amounts
payable to the Company under the Management Services Agreement described above
for managing the radio stations plus the annual costs related to such services
(which costs are required to be substantially similar to those historically
allocated by Hearst to the stations). Hearst paid the Company in 1997 pursuant
to the Radio Facilities Lease an aggregate amount of $230,000.
Services Agreement. Hearst and the Company are parties to a Services
Agreement pursuant to which Hearst provides the Company with certain
administrative services, including accounting, financial, tax, legal,
insurance, data processing and employee benefits. The fees for such services
are based on fixed and variable transaction amounts negotiated between Hearst
and the Company, subject to adjustment beginning in 1999, to reflect changes
in costs or other assumptions used to establish such fees, or at any time, to
reflect the acquisition or disposition of television or radio stations. The
Company also reimburses Hearst under the Services Agreement for the services
of Mr. Conomikes, who remains an employee of Hearst, in an amount equal to the
base salary and bonus for Mr. Marbut contained in Mr. Marbut's Employment
Agreement (which amount is charged to the Company by Hearst pursuant to the
Services Agreement). The initial term of the Services Agreement expires on
December 31, 1998 and thereafter is subject to one year renewals unless
terminated on six months' notice. Although the Company believes that such
terms are reasonable, there can be no assurance that more favorable terms
would not be available from unaffiliated third parties. The Company paid
$1,217,000 to Hearst pursuant to the Services Agreement in 1997.
17
<PAGE>
BOARD OF DIRECTORS COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, including previous filings that might
incorporate future filings, including this Proxy Statement, in whole or in
part, this report and the performance Graph following it shall not be
incorporated by reference into any such filings.
THE COMPENSATION COMMITTEE
The Compensation Committee is composed entirely of directors who are not
officers or employees of the Company. Under the Charter of the Compensation
Committee adopted by the Board of Directors, the Compensation Committee
reviews and approves executive compensation packages for the Chief Executive
Officer, all other Executive Officers of the Company and the general managers
of the television stations owned by the Company (collectively, "Management").
Additionally, the Charter provides that the Compensation Committee shall make
recommendations to the Board of Directors with respect to the establishment,
modification and administration of incentive and benefit programs.
COMPENSATION PHILOSOPHY
The goal of the Company's compensation arrangements is to attract, retain,
motivate and reward personnel critical to the long-term success of the
Company. As described below, the various components of the Company's
compensation arrangements for Management are tied to the performance of the
Company, which in turn unites the interests of Management with the interests
of the Company's stockholders.
COMPONENTS OF COMPENSATION
The components of executive compensation in 1997 were (i) a base salary;
(ii) a bonus opportunity; and, (iii) stock option grants.
BASE SALARY--PRE-HEARST TRANSACTION.
Prior to consummation of the Hearst Transaction, the base salaries of Mr.
Marbut, the Chief Executive Officer, and three of the other officers of the
Company (Messrs. Byrne, Morales and Hawks), were established in employment
agreements with each individual entered into by the Company effective
January 4, 1995 (the "1995 Agreements"). Under the terms of the 1995
Agreements, each such officer was entitled to a base salary based on the
level of "broadcast cash flow" of the Company for the prior year. The base
salary changed annually with changes in broadcast cash flow. As broadcast
cash flow increased, which reflected either or both of an increase in the
size of the Company's revenue base or the profitability of the Company's
operations, the base salary increased.
The salary "grid" for the employment agreements was determined by the
Compensation Committee based on the Committee's subjective evaluation of
the performance and ability of each respective individual, and a review of
executive compensation arrangements of other companies. In establishing the
salary grid, the Compensation Committee did not establish a formula
targeting compensation at any particular level for any particular group of
companies, but did attempt to set the lower levels of the salary grid (in
other words, the salaries at the lower end of the broadcast cash flow
range) at levels less than salaries for comparable positions within the
broadcast industry.
For base salaries established by the Compensation Committee for other
members of Management, the Compensation Committee set such salaries based
on their subjective evaluation of the performance and ability of such
members of Management, and a review of compensation arrangements of other
companies in the broadcast industry.
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BASE SALARY--POST HEARST TRANSACTION
Following the consummation of the Hearst Transaction, the salaries of the
executive officers of the Company were established in employment agreements
entered into effective August 12, 1997 (the "1997 Agreements"). These
agreements provided for base salary levels for the remainder of 1997 and
for 1998, with the base salary level to be determined for years beyond 1998
by the Compensation Committee.
In establishing the base salary levels, the Compensation Committee
reviewed the salary levels for similar positions in broadcasting and media
companies, and other companies comparable to the Company in terms of
revenues and cash flow. No specific formula was established targeting
compensation at any particular level, but rather the salary levels were
determined by a subjective evaluation of the position and the individual's
performance and accomplishments. Additionally, the other components of
compensation (bonus and stock option grants) were taken into account in
setting the salary levels.
BONUS OPPORTUNITY--PRE-HEARST TRANSACTION
In 1997, each member of Management had an annual bonus opportunity,
expressed as a percentage of base salary. The bonus percentage was
established in the 1995 Agreements with the percentage constituting the
bonus opportunity increasing as broadcast cash flow increased. The
percentage "grid" was established in a manner similar to the establishment
of the salary grid in the 1995 Agreements.
The percentage of base salary constituting the bonus opportunity for
other members of Management was established by the Compensation Committee
in a similar manner to the establishment of salaries for such individuals.
Payment of the bonus was subject to the attainment of certain Company and
individual goals. In 1997, 65% of the bonus was based on the Company
achieving a certain level of broadcast cash flow established by the
Compensation Committee at the beginning of the year, and 35% of the bonus
was based on an individual achieving certain goals established by the
Compensation Committee at the beginning of the year. The individual goals
varied and were based on the individual's job responsibilities and focused
on matters where the individual was able to influence results.
BONUS OPPORTUNITY--POST HEARST TRANSACTION
Following the consummation of the Hearst Transaction, bonus opportunities
(at "target" and "maximum") for the executive officers of the Company were
established in the 1997 Agreements. These bonus levels were established
based on the factors described for setting the salary levels. For 1997, the
bonuses for executive officers who were employees of the Company prior to
the consummation of the Hearst Transaction were determined on a subjective
evaluation of the individual's performance and accomplishments from the
date of the Hearst Transaction through the end of calendar year 1997. The
1997 bonuses (paid in 1998) for executive officers who became employees of
the Company upon consummation of the Hearst Transaction were determined
based on the bonus program in place at the Hearst Broadcast Group, with a
pro rata portion (from the consummation of the Hearst Transaction through
the end of calendar year 1997) of such bonuses to be borne by the Company.
STOCK OPTION GRANTS. The Compensation Committee believes that a
significant portion of executive compensation should be dependent on value
created for the stockholders. Through the Option Plan, stock options are
granted to members of Management, which aligns the interests of Management
with the interests of stockholders in working to increase the value of the
Company's stock.
Prior to consummation of the Hearst Transaction, the Compensation
Committee authorized grants of stock options under the Option Plan.
Following the consummation of the Hearst Transaction, the Compensation
Committee recommends to the Board of Directors awards of stock options, and
the Board of Directors authorizes such grants.
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The number of stock options to be granted initially to each officer with
an employment agreement was established in the 1997 Agreements. The number
of options granted to such officers was based on the officer's position and
the value of the stock at the time of grant and was designed to be a one-
time grant that would cover a three-year period (or, in other words, that
no additional grants to Management were anticipated prior to 2000).
Half of the options granted as provided in the 1997 Agreements vest in
three years (August 12, 2000). The other half of these options vest in nine
years (August 12, 2006), but are subject to earlier vesting in the event
the market price of the Company's Series A Common Stock attains certain
levels. By tying accelerated vesting of a portion of the stock options to
the Company's stock price, the interests of Management are further aligned
with the interests of stockholders.
CEO COMPENSATION
The compensation for Mr. Marbut, the Co-Chief Executive Officer of the
Company following the Hearst Transaction, is established in his 1997 Agreement
with the Company. The Compensation Committee established the levels of the
various components of compensation under this agreement (base salary, annual
bonus and stock options) in the manner described under "--Components of
Compensation" above, which was the same manner used for establishing levels of
compensation for all officers with 1997 Agreements.
Under the terms of a Services Agreement, the Company reimburses Hearst for
the services of Mr. Conomikes, the Co-Chief Executive Officer of the Company
following the Hearst Transaction, who remains an employee of Hearst. The
amount of such reimbursement in 1997 equaled $259,667, and was tied to the
amount of Mr. Marbut's base salary and target bonus contained in Mr. Marbut's
1997 Agreement.
$1 MILLION LIMIT ON DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code generally limits the corporate
tax deduction for compensation paid to executive officers named in the Summary
Compensation Table in the proxy statement to $1 million, unless certain
requirements are met. No executive received compensation subject to the
Section 162(m) limitation in excess of this level in 1997.
The Option Plan establishes a limit on the maximum number of shares of
Company Common Stock for which options may be granted to any one individual in
any calendar year. This provision was approved by the Company's stockholders,
and therefore compensation attributable to options granted under the option
Plan is not subject to the Section 162(m) limitation on deductibility.
Submitted by the Compensation Committee:
Caroline L. Williams, Chair
Frank A. Bennack, Jr.
David Pulver
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PERFORMANCE GRAPH
The following graph compares the annual cumulative total shareholder return
on an investment of $100 in the Series A Common Stock on October 23, 1995, the
date that the Series A Common Stock began trading following the Company's
initial public equity offering, based on the market price of the Series A
Common Stock and assuming reinvestment of dividends, with the cumulative total
return of a similar investment in companies on the Standard & Poor's 500 Stock
Index and in a group of peer companies selected by the Company on a line-of-
business basis and weighted for market capitalization. Peer companies included
are Granite Broadcasting Corp., Lin Television Corporation, Sinclair Broadcast
Group, Inc. and Young Broadcasting, Inc. Previously, the Company had included
Renaissance Communications Corporation ("Renaissance") as a member of the peer
group. Renaissance was acquired by another company in 1997, and at December
31, 1997, no longer had any outstanding publicly traded securities, and
therefore has been removed from the peer group.
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
BASED ON INITIAL INVESTMENT OF $100 BEGINNING OCTOBER 24, 1995
WITH DIVIDENDS REINVESTED
24-OCT-95 31-DEC-95 31-DEC-96 31-DEC-97
<S> <C> <C> <C> <C>
HEARST ARGYLE TELEVISION $100.OO $102.94 $144.12 $175.OO
S&P 500 $100.OO $105.53 $129.76 $173.05
CUSTOM COMPOSITE INDEX (4 STOCKS) $100.00 $88.53 $119.97 $175.70
</TABLE>
THE 4-STOCK CUSTOM COMPOSITE INDEX CONSISTS OF GRANITE BROADCASTING CORPORATION,
LIN TELEVISION CORPORATION, SINOKER BROADCASTING GROUP, INC. AND YOUNG
BROADCASTING INC.
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PRINCIPAL STOCKHOLDERS
As of the Record Date, the Company had issued and outstanding and entitled
to vote at the Annual Meeting 12,540,604 shares of Series A Common Stock,
41,298,648 shares of Series B Common Stock, 10,938 shares of Series A
Preferred Stock and 10,938 shares of Series B Preferred Stock.
The following table sets forth information as of March 6, 1998 regarding the
beneficial ownership of the Company's Series A Common Stock and the Series B
Common Stock by (i) each person who is known by the Company to own
beneficially more than 5% of the outstanding shares of Common Stock; (ii) each
director and nominee for director and each executive officer of the Company
named in the Summary Compensation Table; and, (iii) all directors and
executive officers of the Company as a group. Unless otherwise indicated
below, to the knowledge of the Company, all persons listed below have sole
voting and investment power with respect to their shares of Common Stock. The
number of shares set forth below includes those shares issuable pursuant to
options that are exercisable within 60 days of March 6, 1998.
<TABLE>
<CAPTION>
SERIES A COMMON
STOCK SERIES B COMMON STOCK
BENEFICIAL BENEFICIAL
OWNERSHIP(2) OWNERSHIP(2)
-------------------- -------------------------
PERCENT OF PERCENT OF
NAME AND ADDRESS(1) NUMBER SERIES(%) NUMBER SERIES(%)
- ------------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Bob Marbut(3)(4)................ 1,005,361 8.0 -- --
John Conomikes.................. 5,000 -- -- --
David J. Barrett(5)............. 39,334 * -- --
Dean H. Blythe(6)............... 28,703 * -- --
Harry T. Hawks(3)(7)............ 121,316 1.0 -- --
Ibra Morales(3)(8).............. 219,967 1.8 -- --
Frank A. Bennack, Jr............ 10,000 * -- --
Victor F. Ganzi................. 5,000 * -- --
George R. Hearst, Jr............ 5,000 * -- --
William R. Hearst III........... -- -- -- --
Gilbert C. Maurer............... 10,000 * -- --
David Pulver(3)(9).............. 81,656 * -- --
Virginia H. Randt............... -- -- -- --
Caroline L. Williams(9)......... 35,446 * -- --
All Hearst-Argyle directors and
executive officers
as a group (15 persons)(10).... 1,608,186 12.5 -- --
Hearst Broadcasting, Inc.(11)... 41,298,648(12) 100%
Chase Manhattan Investment
Holdings, L.P.(3)(13).......... 1,157,302 9.2 -- --
Blake Byrne(3)(14).............. 600,632 4.8 -- --
Massachusetts Financial Services
Company(15).................... 1,195,292 9.5
Wellington Management Company,
LLP(16)........................ 639,000 5.1
</TABLE>
- --------
* Represents beneficial ownership of less than 1% of the issued and
outstanding shares of Series A Common Stock.
(1) Unless otherwise indicated, the address of each person or entity named in
the table is c/o Hearst-Argyle Television, Inc., 888 Seventh Avenue, New
York, New York 10106.
(2) Number and percent of outstanding Series A Common Stock does not include
any shares of Series A Common Stock issuable upon the conversion of the
Series B Common Stock, Series A Preferred Stock or Series B Preferred
Stock into Series A Common Stock.
(3) Indicates that such person or entity is a party to a Registration Rights
Agreement with the Company dated as of August 29, 1997.
(4) Includes 50,000 shares of Series A Common Stock issuable pursuant to
presently exercisable options.
(5) Includes 38,334 shares of Series A Common Stock issuable pursuant to
presently exercisable options.
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(6) Includes 26,667 shares of Series A Common Stock issuable pursuant to
presently exercisable stock options.
(7) Includes 16,667 shares of Series A Common Stock issuable pursuant to
presently exercisable options.
(8) Includes 16,667 shares of Series A Common Stock issuable pursuant to
presently exercisable options.
(9) Includes 15,000 shares of Series A Common Stock issuable pursuant to
presently exercisable stock options.
(10) Includes 203,335 shares of Series A Common Stock issuable pursuant to
presently exercisable stock options.
(11) The Hearst Family Trust is the sole common stockholder of Hearst, which
in turn is the sole stockholder of Hearst Broadcasting, Inc. The address
of The Hearst Family Trust is 888 Seventh Avenue, New York, New York
10106. The address of Hearst is 959 Eighth Avenue, New York, New York
10019.
(12) Indicates the number of shares of Series B Common Stock held by Hearst
Broadcasting, Inc. The shares of series B Common Stock are convertible at
any time at the option of the holder on a share-for-share basis into
shares of Series A Common Stock.
(13) Chase Manhattan Bank, an affiliate of Chase Manhattan Investment
Holdings, L.P., is the lead bank under the Company's existing Credit
Facility and was the lead bank under the Company's prior credit facility.
Frank A. Bennack, Jr., a director of the Company, is a director of Chase
Manhattan Bank. The address of Chase Manhattan Investment Holdings, L.P.
is 380 Madison Avenue, New York, New York 10017.
(14) Mr. Byrne is a former director and executive officer of the Company. His
address is 9220 Sunset Boulevard, Suite 210, Los Angeles, California
90017.
(15) The address of Massachusetts Financial Services Company is 500 Boylston
Street, Boston, Massachusetts 02116.
(16) The address of Wellington Management Company, LLP is 75 State Street,
Boston, Massachusetts 02109.
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Securities and Exchange Commission (the "SEC") requires that each
registrant's executive officers and directors, and beneficial owners of more
than 10% of any class of equity security registered pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), to make certain filings
under Section 16(a) of the Exchange Act. Based solely on a review of copies of
such reports of ownership furnished to the Company, the Company believes that
during the past fiscal year all of its officers, directors and greater than
10% beneficial holders complied with all applicable filing requirements.
ANNUAL REPORT ON FORM 10-K
UPON WRITTEN REQUEST OF ANY BENEFICIAL SHAREHOLDER OR SHAREHOLDER OF RECORD,
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1997 (INCLUDING THE EXHIBITS, FINANCIAL STATEMENTS AND THE
SCHEDULES THERETO) REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 13A-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934,
MAY BE OBTAINED, WITHOUT CHARGE, FROM DEAN H. BLYTHE, SECRETARY, 888 SEVENTH
AVENUE, NEW YORK, NEW YORK 10106.
STOCKHOLDER PROPOSALS
Stockholder proposals to be presented at the 1999 Annual Meeting of
Stockholders, for inclusion in the Company's Proxy Statement and form of Proxy
relating to that meeting, must be received by the Company at its offices in
New York, New York, addressed to the Secretary of the Company, not later than
December 10, 1998. Such proposals must comply with the Bylaws of the Company
and the requirements of the Regulation 14A of the Act.
OTHER MATTERS
At the date of this Proxy Statement, management was not aware that any
matters not referred to in this Proxy Statement would be presented for action
at the meeting. If any other matters should come before the meeting, the
persons named in the accompanying form of Proxy will have discretionary
authority to vote all Proxies in accordance with their best judgment, unless
otherwise restricted by law.
By Order of the Board of Directors
Dean H. Blythe,
Secretary
Dated: March 25, 1998
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P
R
O
X
Y
HEARST-ARGYLE TELEVISION, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF HEARST-ARGYLE
TELEVISION, INC.
The undersigned hereby appoints Bob Marbut, John G. Conomikes and Dean H.
Blythe, or any one or more of them, as Proxies, each with the power to appoint
his substitute, and hereby authorizes each of them to represent and to vote as
designated below all the shares of Series A Common Stock, Series A Preferred
Stock and Series B Preferred Stock of Hearst-Argyle Television, Inc., held of
record by the undersigned on March 6, 1998, at the Annual Meeting of
Stockholders to be held on April 14, 1998, or any adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
(continued on reverse side)
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
[ ]
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<S> <C> <C> <C> <C> <C>
Item 1. ELECTION OF DIRECTOR: For Withhold Withhold for the following Item 2. At the discretion of For Withhold
Class I Series A (Term [ ] [ ] nominee only (To withhold such Proxies, on any [ ] [ ]
expires in 2000) authority to vote for any other matter that
--Caroline L. Williams nominee, with that properly may come
nominee's name in the before the meeting or
space below.) any Adjournment thereof.
--------------------
<CAPTION>
Dated: _________________, 1998
-----------------------------------------------------------
Signature
-----------------------------------------------------------
Signature if Held Jointly
Please sign exactly as name appears. When shares are held by
joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in the
full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name
by authorized person.
</TABLE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2.
