Page 1 of 10
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
____________________________
HEARST-ARGYLE TELEVISION, INC.
(Name of Issuer)
SERIES A COMMON STOCK
(Title of Class of Securities)
422317 10 7
(CUSIP Number)
____________________________
JODIE W. KING, ESQ.
THE HEARST CORPORATION
959 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
(212) 649-2025
(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
____________________________
DECEMBER 30, 1997
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box.
<square>
Check the following box if a fee is being paid with this statement <square> (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
_______________________________________________________________________________
<PAGE>
Page 2 of 10
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
OO (see item 3)
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
SHARES
BENEFICIALLY
OWNED BY
EACH 8. SHARED VOTING POWER
41,298,648
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
41,298,648
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,298,648
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.7% (Based on a total of 53,821,852 shares, representing
the estimated number of shares outstanding after giving
effect to the transactions disclosed herein
and the recent offering of Series A Common Stock.)
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
OO (see item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
<square>
6. 6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH 8. SHARED VOTING POWER
41,298,648
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
41,298,648
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,298,648
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.7% (Based on a total of 53,821,852 shares,
representing the estimated number of shares
outstanding after giving effect to the transactions
disclosed herein and the recent offering of Series
A Common Stock.)
14. TYPE OF REPORTING PERSON
CO
<PAGE>
Page 4 of 10
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
OO (see item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
7. SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 41,298,648
PERSON WITH
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
41,298,648
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,298,648
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.7% (Based on a total of 53,821,852 shares, representing
the estimated number of shares outstanding after giving
effect to the transactions disclosed herein and the
recent offering of Series A Common Stock.)
14. TYPE OF REPORTING PERSON
CO
<PAGE>
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SCHEDULE 13D
This Amendment No. 3, 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 2. IDENTITY AND BACKGROUND.
(a)-(c) This Schedule 13D is being filed by The Hearst Corporation, a
Delaware corporation ("Hearst"), Hearst Broadcasting, Inc., a Delaware
corporation ("Hearst Broadcasting") and The Hearst Family Trust, a testamentary
trust (the "Trust," and together with Hearst and Hearst Broadcasting, the
"Reporting Persons"). The agreement between the Reporting Persons relating to
the joint filing of this schedule is attached as Exhibit 7.14 hereto.
Hearst and its various subsidiaries represent one of the world's largest
diversified communications companies, with interests in newspaper, magazine,
book, and business publishing, television and radio broadcasting, cable network
programming, newspaper features distribution, television production and
distribution, and new media activities. All of Hearst's issued and outstanding
common stock is owned by the Trust. Hearst's principal executive offices
are located at, and the address of the Trust is, 959 Eighth Avenue, New York,
New York 10019.
Hearst Broadcasting is a Delaware corporation and a wholly-owned
subsidiary of Hearst and is principally engaged in the broadcasting industry.
Hearst Broadcasting's principal executive offices are located at 959 Eighth
Avenue, New York, New York 10019.
Schedule I hereto sets forth the name, business address and present
principal occupation or employment and address of any corporation or other
organization in which such employment is conducted, for each of Hearst's and
Hearst Broadcasting's directors and executive officers and the Trustees of the
Trust.
(d)-(e) During the last five years, none of the Reporting Persons, nor, to
the best knowledge of the Reporting Persons, any of the persons listed on
Schedule I hereto: (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining further violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Schedule I hereto sets forth the citizenship of each of Hearst and
Hearst's Broadcasting's directors and executive officers.
<PAGE>
Page 6 of 10
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As described in Amendment No. 2 to this statement on Schedule 13D, Hearst
received one million shares of the Issuer's Series B Common Stock in
connection with certain transactions described below with respect to Hearst's
transfer to the Issuer of certain pension assets. In addition, Hearst received
1,687,646 shares of the Issuer's Series B Common Stock in connection with a
post-merger working capital adjustment (as described below). Thereafter,
Hearst contributed all of the Issuer's Series B Common Stock owned by Hearst to
Hearst Broadcasting in connection with a Hearst internal corporate
reorganization which became effective on December 31, 1997.
ITEM 4. PURPOSE OF THE TRANSACTION.
On December 30, 1997, pursuant to an Agreement, dated August 29, 1997
(previously filed as Exhibit 7.12), the Issuer issued one million of its
Series B Common Stock to Hearst.
In addition, on December 30, 1997, pursuant to Section 4.01 of the Amended
and Restated Agreement and Plan of Merger, dated as of March 26, 1997
(previously filed as Exhibit 7.11), the Issuer issued 1,687,646 shares of its
Series B Common Stock to Hearst in connection with the post-merger working
capital adjustment.
On December 31, 1997, in connection with a Hearst internal corporate
reorganization, Hearst contributed all of the Series B Common Stock of the
Issuer held by Hearst to its wholly-owned subsidiary Hearst Broadcasting.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) As of December 31, 1997, the Reporting Persons owned no shares
of Series A Common Stock of the Issuer. Each share of Series B Common Stock of
the Issuer is, however, 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 41,298,648 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 76.7%
of the shares of Series A Common Stock outstanding of the Issuer, based on the
estimated number of outstanding shares as of the date hereof and the Reporting
Persons' shares subject to conversion privileges, on a fully diluted basis.
(e) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.14 Joint Filing Agreement, dated January 5, 1998, between The
Hearst Corporation, The Hearst Family Trust and Hearst
Broadcasting, Inc. relating to the filing of a joint statement
on Schedule 13D.
<PAGE>
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SCHEDULE I
INFORMATION REGARDING THE
DIRECTORS AND EXECUTIVE OFFICERS OF HEARST
Set forth in the table below is the name and the present principal occupation
or employment of each director and executive officer of Hearst and Hearst
Broadcasting. Unless otherwise indicated, each person identified below is
employed by Hearst or one of its wholly-owned subsidiaries. The principal
business address of Hearst, Hearst Broadcasting, the Trust and, unless
otherwise indicated, each person identified below, is 959 Eighth Avenue, New
York, New York 10019. Trustees of the Trust are identified by an asterisk.
Unless otherwise indicated, all persons identified below are United States
citizens.
<TABLE>
<CAPTION>
NAME PRESENT OFFICE/PRINCIPAL
OCCUPATION OR EMPLOYMENT
<S> <C>
HEARST
George R. Hearst, Jr.* Chairman of the Board, Chairman of Executive Committee,
Director
Frank A. Bennack, Jr.* President and Chief Executive Officer, Director
Gilbert C. Maurer* Executive Vice President and Chief Operating Officer,
Director
Victor F. Ganzi* Executive Vice President and Chief Financial Officer,
Director
John G. Conomikes* Vice President, Director
George B. Irish Vice President, Director
Raymond E. Joslin Vice President, Director
Cathleen P. Black Director; President: Hearst Magazines Division
Millicent H. Boudjakdji* Director
K. Robert Brink Director; Executive Vice President: Hearst Magazines
Division - Hearst Communications, Inc.
Amory J. Cooke Director; Vice President: Sunical Land & Livestock Division,
The Hearst Corporation(1)
Phoebe Hearst Cooke(2) Director
Richard E. Deems*(2) Director
Austin Hearst Director; Vice President: Hearst Entertainment Distribution
Division, Hearst Entertainment, Inc.(3)
John R. Hearst, Jr.* Director
Randolph A. Hearst* Director
William R. Hearst, III* Director; Partner: Kleiner, Perkins, Caufield & Byers(4)
Harvey L. Lipton*(2) Director
Terence G. Mansfield(5) Director; Managing Director: The National Magazine Co.,
Ltd.(6)
Mark F. Miller* Director; Executive Vice President: Hearst Magazines
Division - Hearst Communications, Inc.
Raymond J. Petersen* Director; Executive Vice President: Hearst Magazines
Division - Hearst Communications, Inc.
Virginia H. Randt Director
James M. Asher Vice President, Chief Legal and Development Officer
Lee J. Guittar Vice President (7)
Thomas J. Hughes Vice President and Controller
Jodie W. King Vice President and Secretary
Edwin A. Lewis Vice President and Treasurer
Bruce L. Paisner Vice President (3)
Alfred C. Sikes Vice President
Jonathan E. Thackeray Vice President and General Counsel
HEARST BROADCASTING
John G. Conomikes President, Director
Victor F. Ganzi Vice President, Director
David J. Barrett Director
Frank A. Bennack, Jr. Director
George R. Hearst, Jr. Director
William R. Hearst, III Director
Gilbert C. Maurer Director
Virginia H. Randt Director
</TABLE>
- ---------------------
(1) #5 Third Street
200 Hearst Building
San Francisco, CA 94103
(2) Self-employed or retired
(3) 235 E. 45th Street
New York, NY 10017
(4) 2750 Sand Hill Road
Menlo Park, CA 94025
(5) U.K. Citizen
(6) National Magazine House
72 Broadwick Street
London, England NIV 2BP
(7) 110 Fifth Street
San Francisco, CA 94109
<PAGE>
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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: January 5, 1998
HEARST BROADCASTING, INC.
By:/s/ Victor F. Ganzi
_______________________
Name: Victor F. Ganzi
Title: Vice President
<PAGE>
Page 9 of 10
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: January 5, 1998
THE HEARST CORPORATION
By: /s/ Jodie W. King
________________________________
Name: Jodie W. King
Title: Vice President
<PAGE>
Page 10 of 10
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: January 5, 1998
THE HEARST FAMILY TRUST
By: /s/ Victor F. Ganzi
______________________________
Name: Victor F. Ganzi
Title: Trustee
<PAGE>
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 7.14 Joint Filing Agreement, dated January 5, 1998, between The Hearst
Corporation, The Hearst Family Trust and Hearst Broadcasting, Inc.
relating to the filing of a joint statement on Schedule 13D.
<PAGE>
EXHIBIT 7.14
JOINT FILING AGREEMENT
We, the signatories of the statement on Schedule 13D to which this
Agreement is attached, hereby agree that such statement is, and any amendments
thereto filed by any of us will be, filed on behalf of each of us.
Dated: January 5, 1998
THE HEARST CORPORATION
By: /s/ Jodie W. King
______________________________
Name: Jodie W. King
Title: Vice President
THE HEARST FAMILY TRUST
By: /s/ Victor F. Ganzi
______________________________
Name: Victor F. Ganzi
Title: Trustee
HEARST BROADCASTING, INC.
By: /s/ Victor F. Ganzi
______________________________
Name: Victor F. Ganzi
Title: Vice President
