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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 6)*
____________________________
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
__________________________
MAY 26, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. <square>
(Continued on following pages)
<PAGE>
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CUSIP No. 422317 10 7 13D
<TABLE>
<CAPTION>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
HEARST BROADCASTING, INC.
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. SOLE VOTING POWER
NUMBER OF 8. SHARED VOTING POWER
SHARES 42,072,675
BENEFICIALLY 9. SOLE DISPOSITIVE POWER
OWNED BY
EACH 10. SHARED DISPOSITIVE POWER
REPORTING 42,072,675
PERSON WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,072,675
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.1%
14. TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
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CUSIP No. 422317 10 7 13D
<TABLE>
<CAPTION>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
THE HEARST CORPORATION
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
7. SOLE VOTING POWER
NUMBER OF
8. SHARED VOTING POWER
SHARES
42,072,675
BENEFICIALLY
9. SOLE DISPOSITIVE POWER
OWNED BY
EACH 10. SHARED DISPOSITIVE POWER
REPORTING 42,072,675
PERSON WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,072,675
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.1%
14. TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
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CUSIP No. 422317 10 7 13D
<TABLE>
<CAPTION>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
THE HEARST FAMILY TRUST
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
<square>
6.
7. SOLE VOTING POWER
NUMBER OF 8. SHARED VOTING POWER
SHARES 42,072,675
BENEFICIALLY
9. SOLE DISPOSITIVE POWER
OWNED BY
10. SHARED DISPOSITIVE POWER
EACH
42,072,675
REPORTING
PERSON WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,072,675
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.1%
14. TYPE OF REPORTING PERSON
OO (Testamentary Trust)
</TABLE>
<PAGE>
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SCHEDULE 13D
This Amendment No. 6, which relates to shares of Series A Common Stock,
$0.01 par value per share ("Series A Common Stock") of Hearst-Argyle
Television, Inc., a Delaware corporation (the "Issuer"), and is being filed
jointly by The Hearst Corporation, a Delaware corporation ("Hearst"), Hearst
Broadcasting, Inc., a Delaware corporation ("Hearst Broadcasting") and wholly-
owned subsidiary of Hearst, and The Hearst Family Trust, a testamentary trust
(the "Trust," and together with Hearst and Hearst Broadcasting, the "Reporting
Persons"), supplements and amends the statement on Schedule 13D originally
filed with the Commission on April 4, 1997 (as amended, the "Statement").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate amount of funds used by Hearst Broadcasting to acquire the
shares reported in Item 5(c) was $1,345,000. Hearst Broadcasting used its
working capital to make such purchases.
ITEM 4. PURPOSE OF THE TRANSACTION.
Hearst Broadcasting purchased the additional Securities reported in Item
5(c) of this Statement in order to increase its equity interest in the Company.
As previously reported, Hearst is currently exploring options to acquire
additional shares in the Issuer through privately negotiated transactions, open
market purchases or otherwise. Although there can be no assurance as to when
or whether such transactions might occur or the precise number of shares to be
acquired, Hearst is currently considering acquiring up to 10 million shares of
Series A Common Stock of the Issuer. Even if Hearst does not acquire such
shares at this time, it is expected that Hearst will continually review its
equity position in the Issuer from time to time to determine whether or not to
acquire additional shares.
As reported in Item 6 of this Amendment No. 6, on May 25, 1998, the Issuer
entered into an Agreement and Plan of Merger, dated May 25, 1998 (the "Merger
Agreement"), by and among Pulitzer Publishing Company, Pulitzer Inc. and the
Issuer. In connection with the execution of the Merger Agreement, the Issuer
and Hearst Broadcasting entered into a Board Representation Agreement, dated
May 25, 1998, by and among the Issuer, Hearst Broadcasting and Emily Rauh
Pulitzer, Michael E. Pulitzer and David E. Moore; and Hearst Broadcasting and
Pulitzer Publishing Company entered into that certain Acquiror Voting
Agreement, dated May 25, 1998.
<PAGE>
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) As of May 26, 1998, the Reporting Persons own 774,027 shares
of Series A Common Stock of the Issuer and 41,298,648 shares of Series B Common
Stock of the Issuer. Each share of Series B Common Stock of the Issuer is
immediately convertible into one share of Series A Common Stock of the Issuer.
Therefore, the 41,298,648 shares of Series B Common Stock owned by Hearst
Broadcasting represent, if converted, 41,298,648 shares of Series A Common
Stock of the Issuer. Under the definition of "beneficial ownership" as set
forth in Rule 13d-3 of the Exchange Act, Hearst Broadcasting, Hearst and the
Trust are deemed to have beneficial ownership of each of the 42,072,675
converted shares (the "Securities"). The Trust, as the owner of all of
Hearst's issued and outstanding common stock, may be deemed to have the power
to direct the voting of and disposition of the Securities. Hearst, as the
owner of all of Hearst Broadcasting's issued and outstanding common stock, may
be deemed to have the power to direct the voting of and disposition of the
Securities. As a result, Hearst Broadcasting, Hearst and the Trust may be
deemed to share the power to direct the voting of and the disposition of the
Securities. The Securities constitute approximately 78.1% of the shares of
Series A Common Stock outstanding of the Issuer, based on the number of
outstanding shares reported in the Company's Form 10-Q for the quarterly period
ended March 31, 1998, dated May 15, 1998.
(c) On May 12, 1998, Hearst Broadcasting purchased 40,000 shares of
Series A Common Stock of the Issuer for $33.625 per share for a purchase price
of $1,345,000. This purchase was made pursuant to a privately negotiated
transaction.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On May 25, 1998, the Issuer entered into an Agreement and Plan of Merger,
dated May 25, 1998 (the "Merger Agreement"), by and among Pulitzer Publishing
Company ("PPC"), Pulitzer Inc. and the Issuer. The Merger Agreement provides,
among other things, that (i) PPC will contribute its publishing assets to
Pulitzer Inc. and thereafter distribute to the PPC stockholders shares of
capital stock of Pulitzer Inc., and thereafter (ii) PPC will merge with and
into the Issuer (the "Merger"), as a result of which the Issuer shall be the
surviving corporation, and whereby PPC's stockholders will receive solely
common stock of the Issuer. In connection with the execution of the Merger
Agreement, the Issuer and Hearst Broadcasting entered into a Board
Representation Agreement, dated May 25, 1998 (the "Representation Agreement"),
by and among the Issuer, Hearst Broadcasting and Emily Rauh Pulitzer, Michael
E. Pulitzer and David E. Moore (collectively, the "Pulitzer Class B Holders").
The Representation Agreement grants the Pulitzer Class B Holders the right to
designate two persons (the "Designees") for election as members of the board of
directors of the Issuer following consummation of the Merger.
The Issuer agreed that the Designees would be proposed for election to the
Issuer's Board of Directors (the "Issuer Board") either (i) if following the
consummation of the Merger there are one or more vacancies on the Issuer Board
or the members of such Board have the power to create new directorships, at the
first meeting of the Issuer Board following consummation of the Merger, or
(ii) if there are no such vacancies or power to create new directorships, at
the first meeting of stockholders of the Issuer held after consummation of the
Merger. Following the election of the initial Designees, in each instance in
Page 7 of 8
<PAGE>
which individuals are nominated for election to the Issuer Board, the Issuer
agreed to cause to be nominated for election to the Issuer Board the
individuals designated by the Pulitzer Class B Holders as of the date of
nomination and to cause such Designees to be validly and timely nominated for
election to the Issuer Board in the same manner as other proposed directors are
nominated and Hearst Broadcasting agreed to vote the Securities for the
election to the Issuer Board of the Designees.
The parties to the Representation Agreement further agreed that the
Issuer's and Hearst Broadcasting's obligations thereunder shall be suspended
for so long as the nomination or appointment of, or the Pulitzer Class B
Holders' right to designate any member of the Issuer Board would create a
violation or potential violation by the Issuer or any of its subsidiaries of
any rule, regulation or policy of the Federal Communication Commission ("FCC"),
including the FCC rules and policies regarding attribution of ownership, or
would limit the ability of the Issuer or any of its subsidiaries to maintain,
obtain or review any license, approval or authorization granted by the FCC (in
each case, an "Ownership Conflict"). Subject to applicable law, in the event
that by virtue of such an Ownership Conflict the Pulitzer Class B Holders
are no longer entitled to representation on the Issuer Board, or in the event
the Pulitzer Class B Holders should elect from time to time observer status in
lieu of a seat or seats on the Issuer Board, the Pulitzer Class B Holders
shall be entitled to designate a non-voting observer or observers to the Issuer
Board. In addition, the rights of the Pulitzer Class B Holders under the
Representation Agreement shall terminate if the Pulitzer Class B Holders cease
to beneficially own in the aggregate 50% of the Series A Common Stock of Issuer
received by such Pulitzer Class B Holders in the Merger.
In connection with the execution by the Issuer of the Merger Agreement,
Hearst Broadcasting also entered into that certain Acquiror Voting Agreement,
dated May 25, 1998 (the "Voting Agreement"), with PPC, relating to the 774,027
shares of the Issuer's Series A Common Stock and 41,298,649 shares of the
Issuer's Series B Common Stock currently owned by Hearst Broadcasting.
Pursuant to the Voting Agreement, Hearst Broadcasting agreed, from May 25,
1998 until either the Merger is consummated or the Merger Agreement is
terminated, that at any meeting of the holders of any capital stock of the
Issuer (the "Issuer Stock"), however called, or in connection with any written
consent of the holders of Issuer Stock, Hearst Broadcasting shall vote (or
cause to be voted) all shares of Issuer Stock held of record or beneficially
owned by Hearst Broadcasting, whether heretofore owned or hereafter acquired
(i) in favor of the Merger, the execution and delivery by the Issuer of the
Merger Agreement, and the approval of the terms thereof, and each of the other
transactions and actions contemplated by the Merger Agreement and the Voting
Agreement (and the matters related to the consummation thereof) and any actions
required in furtherance thereof; and (ii) against any action or agreement that
would result in a breach in any respect of any covenant, representation or
warranty or any other obligation or agreement of the Issuer under the Merger
Agreement or Voting Agreement or that would result in any of the conditions to
the obligations of Issuer under the Merger Agreement not being fulfilled.
<PAGE>
Page 8 of 8
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 7.15 Board Representation Agreement, dated as of May 25, 1998, by
and among Hearst-Argyle Television, Inc., Hearst Broadcasting,
Inc., Emily Rauh Pulitzer, Michael E. Pulitzer and David E.
Moore.
Exhibit 7.16 Acquiror Voting Agreement, dated May 25, 1998, among Pulitzer
Publishing Company and Hearst Broadcasting, Inc.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: May 26, 1998
HEARST BROADCASTING, INC.
By: /S/ Jodie W. King
________________________
Name: Jodie W. King
Title: Vice President
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: May 26, 1998
THE HEARST CORPORATION
By: /S/ Jodie W. King
______________________
Name: Jodie W. King
Title: Vice President
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 26, 1998
THE HEARST FAMILY TRUST
By: /S/ Victor F. Ganzi
_______________________
Name: Victor G. Ganzi
Title: Trustee
EXHIBIT 7.15
BOARD REPRESENTATION AGREEMENT
This Board Representation Agreement, dated as
of May 25, 1998 (this "Agreement"), is by and among
Hearst-Argyle Television, Inc., a Delaware corporation
("Acquiror"), Hearst Broadcasting, Inc. (the "Acquiror
Stockholder") and Emily Rauh Pulitzer, Michael E.
Pulitzer and David E. Moore (collectively, the
"Pulitzer Class B Holders").
WHEREAS, the Acquiror Stockholder owns
41,298,648 shares of Acquiror's Series B Common Stock,
par value $.01 per share, and 774,027 shares of
Acquiror's Series A Common Stock, par value $.01 per
share (all shares of such stock now owned and which may
hereafter be acquired by the Acquiror Stockholder prior
to the termination of this Agreement are referred to
herein as the "Acquiror Shares");
WHEREAS, Pulitzer Publishing Company, a
Delaware corporation (the "Company"), Pulitzer Inc., a
Delaware corporation ("Newco") and wholly owned
subsidiary of the Company, and Acquiror have entered
into a Merger Agreement, dated May 25, 1998 (the
"Merger Agreement"), which provides, among other
things, that the Company will merge with and into
Acquiror (the "Merger") (this and other capitalized
terms used and not defined herein shall have the
meanings ascribed to such terms in the Merger
Agreement);
WHEREAS, in connection with the Merger, the
Pulitzer Class B Holders will be entitled to receive
beneficial ownership of shares of Series A Common Stock
of Acquiror in respect of 14,537,808 shares of Class B
Common Stock of the Company beneficially owned by the
Pulitzer Class B Holders prior to the Merger (all such
shares received by the Pulitzer Class B Holders in the
Merger, the "PCBH Shares"), and it is the desire of the
Pulitzer Class B Holders that they have the right to
designate for election one or two members of the board
of directors of Acquiror (the "Acquiror Board")
following the consummation of the Merger;
WHEREAS, pursuant to the Merger Agreement,
Acquiror has agreed to cause Michael E. Pulitzer and
Ken J. Elkins (together, the "Initial PCBH Designees")
to be elected to the Acquiror Board as set forth herein
following consummation of the Merger; and
WHEREAS, it is a condition to the Company's
and Newco's obligation to consummate the Merger that
the parties hereto enter into this Agreement;
NOW THEREFORE, in consideration of the
foregoing and the mutual covenants and agreements
contained herein, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
<PAGE>
1. REPRESENTATION ON ACQUIROR BOARD.
(a) Subject to Section 1(b), the Pulitzer
Class B Holders shall be entitled to representation on
the Acquiror Board through the Initial PCBH Designees.
These designees shall be proposed for election to the
Acquiror Board either: (i) if following the
consummation of the Merger there are one or more
vacancies on such Board or the members of such Board
have the power to create new directorships, at the
first meeting of the Acquiror Board following
consummation of the Merger at which meeting the Initial
PCBH Designees shall be elected or (ii) if there are no
such vacancies or power to create new directorships, at
the first meeting of stockholders of Acquiror held
after consummation of the Merger. Following such
election of the Initial PCBH Designees, in each
instance in which individuals are nominated for
election to the Acquiror Board, Acquiror shall cause to
be nominated for election to the Acquiror Board the
individuals designated by the Pulitzer Class B Holders
(the "PCBH Designees") as of the date of nomination, in
the manner and subject to the conditions set forth in
this Section 1. Acquiror shall cause such PCBH
Designees to be validly and timely nominated for
election to the Acquiror Board in the same manner as
other proposed directors who may be elected by the
Acquiror Stockholder are nominated, and the Acquiror
Stockholder shall vote its Acquiror Shares in favor of
the election of the PCBH Designees, and Acquiror shall
use its best efforts to take such other action as may
be reasonably necessary to cause such PCBH Designees to
be so elected. If any Initial PCBH Designee or PCBH
Designee who serves on the Acquiror Board ceases, for
any reason, to serve on the Acquiror Board (other than
pursuant to Section 1(b) or Section 2 or as a result of
the expiration of the specified term of such Initial
PCBH Designee or PCBH Designee), Acquiror shall use its
best efforts to take all actions reasonably necessary
to cause the vacancy to be filled, as soon as
practicable, by an individual designated by the
Pulitzer Class B Holders (a "Replacement PCBH
Designee"), but in any event no later than the first
meeting of the Acquiror Board following cessation of
service by such Initial PCBH Designee or PCBH Designee.
Each Initial PCBH Designee, PCBH Designee or
Replacement PCBH Designee shall be reasonably
acceptable to Acquiror and shall be eligible to serve
on the Acquiror Board under applicable law.
(b) Notwithstanding anything to the contrary
herein, in the event that, as a result of the
nomination and/or appointment of, or the Pulitzer Class
B Holders' right to designate, a proposed Initial PCBH
Designee, PCBH Designee or Replacement PCBH Designee,
the following (an "Ownership Conflict") shall occur and
be continuing: (i) Acquiror or any of its subsidiaries
is (or, as a result of any proposed acquisition of an
ownership interest in, or management or control of, or
other relationship with, a radio or television
broadcast station by Acquiror or any of its
subsidiaries, any of them would be) in violation of the
rules and regulations of the Federal Communications
Commission (the "FCC"), now in effect or as hereafter
amended, governing ownership of mass media facilities
by broadcast licensees including, but not limited to,
the FCC's rules and policies concerning attribution of
ownership, see 47 C.F.R. Sec.73.3555 and Notes thereto
2
<PAGE>
(collectively, the "FCC Cross-Ownership Rules") or any
other rule, regulation or policy of the FCC, or (ii)
Acquiror or any of its subsidiaries is not (or, as a
result of any proposed acquisition of an ownership
interest in, or management or control of, or other
relationship with, a radio or television broadcast
station by Acquiror or any of its subsidiaries, any of
them would not be) entitled to maintain, renew or
obtain any license, approval or authorization granted
by the FCC; then all obligations on the part of
Acquiror and the Acquiror Stockholder under this
Agreement shall be suspended until the Ownership
Conflict shall cease to be continuing. If the Pulitzer
Class B Holders shall not be permitted by virtue of
this Section 1(b) to representation on the Acquiror
Board as described herein, or if the Pulitzer Class B
Holders should elect from time to time observer status
in lieu of a seat or seats on the Acquiror Board by
written notice to Acquiror and the Acquiror
Stockholder, then to the extent permitted by law,
including but not limited to the rules, regulations and
policies of the FCC, and except as would not cause any
loss of attorney-client privilege by Acquiror or any of
its subsidiaries, the Pulitzer Class B Holders shall
for the period of this Agreement be entitled to
designate a non-voting observer or observers who shall
be entitled to notice of and to attend all meetings of
the Acquiror Board and to receive or review, as the
case may be, copies of all documents provided to
members of the Acquiror Board. Such observer or
observers shall enter into customary confidentiality
arrangements with Acquiror. Subject to the provisions
of this Section 1(b), at any time and from time to
time, the Pulitzer Class B Holders may nominate for
election pursuant to Section 1(a) above a Replacement
PCBH Designee in lieu of such observer or observers.
2. TERMINATION OF RIGHTS. The rights of
the Pulitzer Class B Holders under Section 1 hereof
shall terminate upon the earliest of (i) the date on
which the Pulitzer Class B Holders or their respective
affiliates cease to beneficially own at least an
aggregate of 50% of the PCBH Shares (as equitably
adjusted for stock splits, combinations, dividends,
corporate reorganizations and similar events) or (ii)
the date on which the Pulitzer Class B Holders elect to
terminate Section 1 of this Agreement by notice to the
other parties hereto.
3. REPRESENTATIONS AND WARRANTIES OF
ACQUIROR. Acquiror represents and warrants to the
Pulitzer Class B Holders that:
(a) Acquiror has all necessary corporate
power and authority to execute and deliver this
Agreement and to perform its obligations hereunder.
The execution and delivery of this Agreement by
Acquiror and the performance of its obligations
hereunder have been duly and validly authorized by
Acquiror, and no other proceedings on the part of
Acquiror are necessary to authorize the execution and
delivery of this Agreement or to perform such
obligations except approval of Acquiror Board of a
resolution increasing the size of Acquiror Board as
provided herein and election of the PCBH Designees as
provided herein. This Agreement has been duly and
validly executed and delivered by Acquiror and,
assuming the due authorization, execution and delivery
hereof by each other party hereto, constitutes a legal,
valid and binding obligation of Acquiror enforceable
against Acquiror in accordance with its terms, subject
to (x) the Enforceability Exceptions and (y) as the
same may be limited under the FCC Cross-Ownership
Rules.
(b) The execution and delivery of this
Agreement by Acquiror do not, and the performance of
this Agreement by Acquiror will not, (i) conflict with
or violate the Certificate of Incorporation or By-laws
of Acquiror, (ii) except as described in Section 3(c),
conflict with or violate any law, rule, regulation,
order, judgment or decree applicable to Acquiror or by
which any of Acquiror's property may be bound or (iii)
3
<PAGE>
result in any breach of or constitute a default (or an
event that with notice or lapse of time or both would
become a default) under, or give to others any rights
of termination, amendment, acceleration or cancellation
of, or result in the creation of a Lien on any of the
Acquiror's properties pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or
obligation to which Acquiror is a party or by which
Acquiror or Acquiror's properties are bound or
affected, except, in the case of clauses (ii) and
(iii), for any such conflicts, violations, breaches,
defaults or other occurrences which would not prevent
or materially delay the performance by Acquiror of its
obligations under this Agreement.
(c) The execution and delivery of this
Agreement by Acquiror do not, and the performance of
this Agreement by Acquiror will not, require any
consent, approval, authorization or permit of, or
filing with or notification to, any federal, state,
local or foreign regulatory body, except (i) where the
failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or
notifications, would not prevent or materially delay
the performance by Acquiror of Acquiror's obligations
under this Agreement, (ii) filings with the SEC under
the Exchange Act and (iii) any waiver, consent or
declaratory ruling by, or any filing with, the FCC with
respect to the FCC Cross-Ownership Rules to the extent
that such Rules and Regulations may prohibit the
performance of the Acquiror's obligations hereunder, or
as may be otherwise required by the rules, regulations
and policies of the FCC.
4. REPRESENTATIONS AND WARRANTIES OF THE
ACQUIROR STOCKHOLDER. The Acquiror Stockholder
represents and warrants to the Pulitzer Class B Holders
as follows:
(a) The Acquiror Stockholder has all
necessary power and authority to execute and deliver
this Agreement and to perform its obligations
hereunder. The execution and delivery of this
Agreement by the Acquiror Stockholder and the
performance of the Acquiror Stockholder's obligations
hereunder have been duly and validly authorized by the
Acquiror Stockholder, and no other corporate
proceedings on the part of the Acquiror Stockholder are
necessary to authorize the execution and delivery of
this Agreement or to perform such obligations. This
Agreement has been duly and validly executed and
delivered by the Acquiror Stockholder and, assuming the
due authorization, execution and delivery hereof by
each other party hereto, constitutes a legal, valid and
binding obligation of the Acquiror Stockholder
enforceable against the Acquiror Stockholder in
accordance with its terms, subject to (x) the
Enforceability Exceptions and (y) as the same may be
limited under the FCC Cross-Ownership Rules.
(b) The execution and delivery of this
Agreement by the Acquiror Stockholder do not, and the
performance of this Agreement by the Acquiror
Stockholder will not, (i) conflict with or violate the
Certificate of Incorporation or By-laws of the Acquiror
Stockholder, (ii) except as described in Section 4(c)
below, conflict with or violate any law, rule,
regulation, order, judgment or decree applicable to
such Acquiror Stockholder or by which the Acquiror
Shares are bound or affected or (iii) result in any
breach of or constitute a default (or an event that
with notice or lapse of time or both would become a
default) under, or give to others any rights of
termination, amendment, acceleration or cancellation
of, or result in the creation of a Lien on any Acquiror
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<PAGE>
Shares pursuant to, any note, bond, mortgage, indenture
contract, agreement, lease, license, permit, franchise
or other instrument or obligation to which the Acquiror
Stockholder is a party or by which the Acquiror Shares
are bound or affected, except, in the case of clauses
(ii) and (iii), for any such conflicts, violations,
breaches, defaults or other occurrences which would not
prevent or materially delay the performance by the
Acquiror Stockholder of its obligations under this
Agreement.
(c) The execution and delivery of this
Agreement by the Acquiror Stockholder do not, and the
performance of this Agreement by such Acquiror
Stockholder will not, require any consent, approval,
authorization or permit of, or filing with or
notification to, any federal, state, local or foreign
regulatory body, except (i) where the failure to obtain
such consents, approvals, authorizations or permits, or
to make such filings or notifications, would not
prevent or materially delay the performance by the
Acquiror Stockholder of its obligations under this
Agreement, (ii) filings with the SEC under the Exchange
Act and (iii) any waiver, consent or declaratory ruling
by, or any filing with, the FCC with respect to the FCC
Cross-Ownership Rules, to the extent that such FCC
Cross-Ownership Rules may prohibit the performance of
the Acquiror Stockholder's obligations hereunder, or as
may be otherwise required by the rules, regulations and
policies of the FCC.
(d) The Acquiror Stockholder is the owner of
the Acquiror Shares free and clear of all options,
rights of first refusal, agreements, limitations on
voting rights, and Liens. The Acquiror Stockholder has
sole voting power with respect to the Acquiror Shares
or has the power to direct the voting of the Acquiror
Shares. The Acquiror Stockholder has not appointed or
granted any proxy, which appointment or grant is still
effective, with respect to the Acquiror Shares, other
than pursuant to the Acquiror Voting Agreement, dated
May 25, 1998, among the Acquiror Stockholder and the
Company, or as otherwise disclosed in Schedule 5.05(a)
to the Merger Agreement. The Acquiror Stockholder has
sole voting power with respect to the Acquiror Shares,
and the person executing this Agreement on behalf of
the Acquiror Stockholder has the power to direct the
voting of such Acquiror Shares.
5. NO PROHIBITION ON TRANSFERS. Nothing in
this Agreement shall prevent the Acquiror Stockholder
from offering, selling, transferring, pledging or in
any other way disposing of or placing encumbrances upon
the Acquiror Shares.
6. COMPENSATION, EXPENSES, INSURANCE. The
Initial PCBH Designees, PCBH Designees and Replacement
PCBH Designees serving on the Acquiror Board shall be
entitled to fees and other compensation, participation
in option, stock or other benefit plans for which
directors are eligible, reimbursement of expenses, and
directors and officers liability insurance and
indemnities on an equal basis with other members of the
Acquiror Board.
7. PROVISIONS SPECIFICALLY ENFORCEABLE.
(a) The obligations of Acquiror and the
Acquiror Stockholder under this Agreement are unique.
Acquiror and the Acquiror Stockholder acknowledge that
it would be extremely difficult or impracticable to
measure the resulting damages caused by any breach of
this Agreement. Acquiror and the Acquiror Stockholder
agree that, in the event of a breach of this Agreement
by either Acquiror or the Acquiror Stockholder, the
Pulitzer Class B Holders, in addition to any other
available rights or remedies, shall be entitled to
5
<PAGE>
specific performance of the obligations of Acquiror and
the Acquiror Stockholder under this Agreement, and
Acquiror and the Acquiror Stockholder expressly agree
that a remedy in damages will not be adequate.
(b) The remedies provided in this Section 7
are cumulative and are in addition to any other
remedies in law or equity which may be available to the
Pulitzer Class B Holders. The election of one or more
remedies shall not bar the use of other remedies unless
circumstances make the remedies incompatible.
8. CHOICE OF LAW. This Agreement shall be
governed by and construed in accordance with the laws
of the State of Delaware regardless of the laws that
might otherwise govern under principles of conflicts of
law applicable hereto.
9. ATTORNEY'S FEE. In any action to
enforce the terms of this Agreement, the prevailing
party shall be entitled to recover its attorneys' fees
and court costs and other nonreimbursable litigation
expenses, such as expert witness fees and investigation
expenses.
10. MERGER AND MODIFICATION. This Agreement
sets forth the entire agreement between the parties
relating to the subject matter hereof, and supersedes
all other oral or written agreements. This Agreement
may be modified or terminated only in a writing signed
by all parties.
11. BINDING ON SUCCESSORS. This Agreement
shall be binding upon Acquiror, the Acquiror
Stockholder and their respective successors and
assigns.
12. RULES OF CONSTRUCTION. All section
captions are for convenience of reference only, and
shall not be considered in construing this Agreement.
13. NOTICES. All notices and other
communications hereunder shall be in writing and shall
be deemed to have been duly given when delivered in
person, by telecopy with answerback, by express or
overnight mail delivered by a nationally recognized air
courier (delivery charges prepaid) or by registered or
certified mail (postage prepaid, return receipt
requested) to the respective parties as follows: (a)
if to the Pulitzer Class B Holders, c/o Pulitzer
Publishing Company, 900 North Tucker Boulevard, St.
Louis, Missouri 63101, (b) if to the Acquiror
Stockholder, Hearst Broadcasting, Inc., 959 Eighth
Avenue, New York, New York 10166, attention: James M.
Asher, with a copy to Rogers & Wells LLP, 200 Park
Avenue, New York, New York 10166, attention: Steven A.
Hobbs, Esq., and (c) if to Acquiror, Hearst-Argyle
Television, Inc., 959 Eighth Avenue, New York, New York
10106, attention: Dean H. Blythe, with a copy to
Rogers & Wells LLP, 200 Park Avenue, New York, New York
10166, attention: Steven A. Hobbs, Esq., or to such
other address as the party to whom notice is given may
have previously furnished to the others in writing in
the manner set forth above. Any notice or
communication delivered in person shall be deemed
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<PAGE>
effective on delivery. Any notice or communication
sent by telecopy or by air courier shall be deemed
effective on the first business day at the place at
which such notice or communication is received
following the day on which such notice or communication
was sent. Any notice or communication sent by
registered or certified mail shall be deemed effective
on the fifth business day at the place from which such
notice or communication was mailed following the day on
which such notice or communication was mailed.
14. COUNTERPARTS. This Agreement may be
executed in any number of counterparts, each of which
shall be deemed to be an original as against any party
whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This
Agreement shall become binding when one or more
counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties
reflected hereon as the signatories.
[The remainder of this page intentionally left blank.]
7
<PAGE>
IN WITNESS WHEREOF, the parties have caused
this Agreement to be duly executed as of the date first
written above.
HEARST-ARGYLE TELEVISION, INC.
By:______________________
Name:
Title:
HEARST BROADCASTING, INC.
By:_______________________
Name:
Title:
_________________________
Emily Rauh Pulitzer
_________________________
Michael E. Pulitzer
_________________________
David E. Moore
8
EXHIBIT 7.16
ACQUIROR VOTING AGREEMENT
ACQUIROR VOTING AGREEMENT (this "Agreement"),
dated May 25, 1998, between Pulitzer Publishing
Company, a Delaware corporation (the "Company") and
Hearst Broadcasting, Inc., a Delaware corporation (the
"Acquiror Stockholder").
W I T N E S S E T H:
WHEREAS, concurrently herewith, Hearst-Argyle
Television, Inc., a Delaware corporation ("Acquiror"),
and the Company are entering into an Agreement and Plan
of Merger (as such agreement may hereafter be amended
from time to time, the "Merger Agreement"), pursuant to
which the Company will be merged with and into Acquiror
(the "Merger");
WHEREAS, the Acquiror Stockholder controls or
owns all of the issued and outstanding shares of Series
B Common Stock, par value $.01 per share, of Acquiror;
and
WHEREAS, as an inducement and a condition to
entering into the Merger Agreement, the Company has
required that the Acquiror Stockholder agrees, and the
Acquiror Stockholder has agreed, to enter into this
Agreement;
NOW, THEREFORE, in consideration of the
foregoing and the mutual premises, representations,
warranties, covenants and agreements contained herein,
the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Definitions. Capitalized terms used and
not defined herein have the respective meanings
ascribed to them in the Merger Agreement. For purposes
of this Agreement, "Beneficially Own" or "Beneficial
Ownership" with respect to any securities shall mean
having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")),
including pursuant to any agreement, arrangement or
understanding, whether or not in writing.
Notwithstanding the foregoing, securities Beneficially
Owned by a Person shall not include securities which
are actually owned by other Persons but which such
Person may be deemed to Beneficially Own under Rule
13d-3 under the Exchange Act solely because such Person
may be deemed to be part of a "group" with such other
Persons as within the meaning of Section 13(d)(3) of
the Exchange Act.
2. PROVISIONS CONCERNING THE SHARES.
(a) The Acquiror Stockholder hereby agrees
that during the period commencing on the date hereof
and continuing until the first to occur of the
Effective Time or the date on which the Merger
<PAGE>
Agreement is terminated in accordance with its terms,
at any meeting of the holders of any capital stock of
Acquiror ("Acquiror Stock"), however called, or in
connection with any written consent of the holders of
Acquiror Stock, the Acquiror Stockholder shall vote (or
cause to be voted) all shares of Acquiror Stock held of
record or Beneficially Owned by the Acquiror
Stockholder, whether heretofore owned or hereafter
acquired (collectively, the "Shares"), (i) in favor of
the Merger, the execution and delivery by Acquiror of
the Merger Agreement and the approval of the terms
thereof, and each of the other transactions and actions
contemplated by the Merger Agreement and this Agreement
(and the matters related to the consummation thereof)
and any actions required in furtherance thereof and
hereof; and (ii) against any action or agreement that
would result in a breach in any respect of any
covenant, representation or warranty or any other
obligation or agreement of Acquiror under the Merger
Agreement or this Agreement or that would result in any
of the conditions to the obligations of Acquiror under
the Merger Agreement not being fulfilled.
(b) In the event of a stock dividend or
distribution, or any change in Acquiror Stock by reason
of any stock dividend, split-up, recapitalization,
combination, exchange of shares or the like, the term
"Shares" shall be deemed to refer to and include the
Shares as well as all such stock dividends and
distributions and any shares into which or for which
any or all of the Shares may be changed or exchanged.
3. Other Representations, Warranties and
Covenants. The Acquiror Stockholder hereby represents,
warrants and covenants to the Company as follows:
(a) Ownership of Shares. The Acquiror
Stockholder Beneficially Owns all of the Shares, free
and clear of all Liens, constituting all of the issued
and outstanding shares of Series B Common Stock, and
has sole voting power or sole power to issue
instructions with respect to the matters covered
hereby.
(b) Power; Binding Agreement. The Acquiror
Stockholder has the legal capacity, power and authority
to enter into and perform all of the Acquiror
Stockholder's obligations under this Agreement. The
execution, delivery and performance of this Agreement
by the Acquiror Stockholder will not violate any other
agreement to which the Acquiror Stockholder is a party,
including, without limitation, any voting agreement,
stockholders agreement or voting trust. This Agreement
has been duly and validly executed and delivered and
authorized by the Acquiror Stockholder and constitutes
a valid and binding agreement of the Acquiror
Stockholder, enforceable against the Acquiror
Stockholder in accordance with its terms.
(c) No Conflicts. (i) No filing with, and
no permit, authorization, consent or approval of, any
state or federal public body or authority is necessary
for the execution of this Agreement by the Acquiror
Stockholder and the consummation by the Acquiror
Stockholder of the transactions contemplated hereby
(other than filings with the SEC or FCC), and (ii) none
of the execution and delivery of this Agreement by the
Acquiror Stockholder, the consummation by the Acquiror
Stockholder of the transactions contemplated hereby or
2
<PAGE>
compliance by the Acquiror Stockholder with any of the
provisions hereof shall (A) result in a violation or
breach of, or constitute (with or without notice or
lapse of time or both) a default (or give rise to any
third party right of termination, cancellation,
material modification or acceleration) under any of the
terms, conditions or provisions of any note, bond,
mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other
instrument or obligation of any kind to which the
Acquiror Stockholder is a party or by which the
Acquiror Stockholder or any of the Acquiror
Stockholder's properties or assets may be bound, or (B)
violate any order, writ, injunction, decree, judgment,
order, statute, rule or regulation applicable to the
Acquiror Stockholder or any of the Acquiror
Stockholder's properties or assets.
(d) Restriction on Transfers, Proxies and
Non-Interference. Beginning on the date hereof and
continuing until this Agreement terminates pursuant to
Section 4, except as applicable in connection with the
transactions contemplated by the Merger Agreement, the
Acquiror Stockholder shall not, directly or indirectly,
(i) except as contemplated by this Agreement, grant any
proxies or powers of attorney, deposit any Shares into
a voting trust or enter into or amend a voting
agreement with respect to any Shares, or (ii) take any
action that would have the effect of preventing or
disabling the Acquiror Stockholder from performing the
Acquiror Stockholder's obligations under this
Agreement.
(e) Reliance by the Company. The Acquiror
Stockholder understands and acknowledges that the
Company is entering into the Merger Agreement in
reliance upon the Acquiror Stockholder's execution and
delivery of this Agreement.
(f) Further Assurances. From time to time,
at the other party's request and without further
consideration, each party hereto shall execute and
deliver such additional documents and take all such
further lawful action as may be necessary or desirable
to consummate and make effective, in the most
expeditious manner practicable, the transactions
contemplated by this Agreement.
4. Termination. Except as otherwise
provided in Section 2 of this Agreement, this Agreement
shall terminate (a) in the event the Merger Agreement
is terminated in accordance with its terms upon such
termination, and (b) in the event the Merger is
consummated, upon the Effective Time; provided that no
such termination shall relieve any party of liability
for a breach hereof prior to termination.
5. Miscellaneous.
(a) Entire Agreement. This Agreement and
the Merger Agreement constitute the entire agreement
between the parties with respect to the subject matter
hereof and supersede all other prior agreements and
understandings, both written and oral, between the
parties with respect to the subject matter hereof.
(b) Certain Events. The Acquiror
Stockholder agrees that (i) this Agreement and the
obligations hereunder shall attach to the Acquiror
3
<PAGE>
Stockholder's Shares and shall be binding upon any
Person to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or
otherwise, including, without limitation, the Acquiror
Stockholder's heir, guardians, administrators or
successors and (ii) it shall not sell, transfer,
pledge, assign or otherwise dispose of ("Transfer"), or
enter into any contract, option or other arrangement
with respect to the Transfer of, any shares of Acquiror
Stock held by the Acquiror Stockholder, unless as a
condition of such Transfer, the transferee agrees in
writing to be bound by the terms and conditions of this
Agreement.
(c) Assignment. This Agreement shall not be
assigned by operation of law or otherwise without the
prior written consent of the other party, and any
purported assignment in violation hereof shall be null
and void.
(d) Amendments, Waivers, Etc. This
Agreement may not be amended, changed, supplemented,
waived or otherwise modified or terminated, except upon
the execution and delivery of a written agreement
executed by the parties hereto.
(e) Notices. All notices, requests, claims,
demands and other communications hereunder shall be in
writing and shall be given (and shall be deemed to have
been duly received if so given) by hand delivery,
telegram, telex or telecopy, or by mail (registered or
certified mail, postage prepaid, return receipt
requested) or by any courier service, such as Federal
Express, providing proof of delivery. All communica-
tions hereunder shall be delivered to the respective
parties at the following addresses:
If to Acquiror Hearst
Broadcasting,
Inc.
Stockholder: 959 Eighth Avenue
New York, New York 10106
Attention: James M. Asher
Copy to: Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
(212) 878-8417 (telecopier)
Attention: Steven A. Hobbs, Esq.
If to the
Company: Pulitzer Publishing Company
900 North Tucker Boulevard
St. Louis, Missouri 63101
(314) 340-3125 (telecopier)
Attention: Michael E. Pulitzer
Copy to: Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
(212) 752-5958 (telecopier)
Attention: Richard A. Palmer, Esq.
or to such other address as the Person to whom notice
is given may have previously furnished to the others in
writing in the manner set forth above.
(f) Severability. Whenever possible, each
provision or portion of any provision of this Agreement
will be interpreted in such manner as to be effective
4
<PAGE>
and valid under applicable law but if any provision or
portion of any provision of this Agreement is held to
be invalid, illegal or unenforceable in any respect
under any applicable law or rule in any jurisdiction,
such invalidity, illegality or unenforceability will
not affect any other provision or portion of any
provision in such jurisdiction, and this Agreement will
be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or
unenforceable provision or portion of any provision had
never been contained herein.
(g) Specific Performance. Each of the
parties hereto recognizes and acknowledges that a
breach by it of any covenants or agreements contained
in this Agreement will cause the other party to sustain
damages for which it would not have an adequate remedy
at law for money damages, and therefore each of the
parties hereto agrees that in the event of any such
breach the aggrieved party shall be entitled to the
remedy of specific performance of such covenants and
agreements and injunctive and other equitable relief in
addition to any other remedy to which it may be
entitled, at law or in equity.
(h) Remedies Cumulative. All rights, powers
and remedies provided under this Agreement or otherwise
available in respect hereof at law or in equity shall
be cumulative and not alternative, and the exercise of
any thereof by any party shall not preclude the
simultaneous or later exercise of any other such right,
power or remedy by such party.
(i) No Waiver. The failure of any party
hereto to exercise any right, power or remedy provided
under this Agreement or otherwise available in respect
hereof at law or in equity, or to insist upon
compliance by any other party hereto with its
obligations hereunder, and any custom or practice of
the parties at variance with the terms hereof, shall
not constitute a waiver by such party of its right to
exercise any such or other right, power or remedy or to
demand such compliance.
(j) No Third Party Beneficiaries. This
Agreement is not intended to be for the benefit of, and
shall not be enforceable by, any Person who or which is
not a party hereto.
(k) Governing Law. This Agreement shall be
governed and construed in accordance with the laws of
the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
(l) Jurisdiction. Each party hereby
irrevocably submits to the exclusive jurisdiction of
the Court of Chancery in the State of Delaware or the
United States District Court for the Southern District
of New York or any court of the State of New York
located in the City of New York in any action, suit or
proceeding arising in connection with this Agreement,
and agrees that any such action, suit or proceeding
shall be brought only in such court (and waives any
objection based on forum non conveniens or any other
objection to venue therein); provided, however, that
such consent to jurisdiction is solely for the purpose
referred to in this paragraph (l) and shall not be
deemed to be a general submission to the jurisdiction
of said courts or in the States of Delaware or New York
other than for such purposes. Each party hereto hereby
waives any right to a trial by jury in connection with
any such action, suit or proceeding.
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<PAGE>
(m) Descriptive Headings. The descriptive
headings used herein are inserted for convenience of
reference only and are not intended to be part of or to
affect the meaning or interpretation of this Agreement.
(n) Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed
to be an original, but all of which, taken together,
shall constitute one and the same Agreement.
IN WITNESS WHEREOF, the Company and the
Acquiror Stockholder have caused this Agreement to be
duly executed as of the day and year first above
written.
Pulitzer Publishing
Company
By:_____________________
Name:
Title:
Hearst Broadcasting,
Inc.
By:______________________
Name:
Title:
6
