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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
(AMENDMENT NO. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HEARST-ARGYLE TELEVISION, INC.
(Exact name of registrant as specified in its charter)
Delaware 74-2717523
(State of incorporation or organization) (I.R.S. Employer Identification No.)
888 Seventh Avenue
New York, New York 10106
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered: each class is to be so registered:
- - -------------------- ----------------------------------
Series A Common Stock, par value New York Stock Exchange
$.01 per share
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box |X|.
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box |_|.
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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Item 1. Description of Registrant's Securities to be Registered
Set forth below is a description of the capital stock of
Hearst-Argyle Television, Inc. (the "Company") pursuant to the Company's Amended
and Restated Certificate of Incorporation (the "Certificate of Incorporation"),
which description replaces in its entirety the description of the capital stock
of Hearst-Argyle Television, Inc. contained in a Form 8-A/A dated September 5,
1997.
Common Stock. The Company has 200 million shares of authorized
common stock, par value $.01 per share, with 100 million shares designated as
Series A Common Stock ("Series A Common Stock") and 100 million shares
designated as Series B Common Stock ("Series B Common Stock"). Except as
otherwise described below, the issued and outstanding shares of Series A Common
Stock and Series B Common Stock will vote together as a single class on all
matters submitted to a vote of stockholders, with each issued and outstanding
share of Series A Common Stock and Series B Common Stock entitling the holder
thereof to one vote on all such matters. With respect to any election of
directors, (i) the holders of the shares of Series A Common Stock will be
entitled to vote separately as a class to elect two members of the Company's
Board of Directors (the "Series A Directors") and (ii) the holders of the shares
of Series B Common Stock will be entitled to vote separately as a class to elect
the balance of the Company's Board of Directors (the "Series B Directors");
provided, however, that the number of Series B Directors shall not constitute
less than a majority of the Company's Board of Directors. Any director may
resign at any time upon giving written notice to the Company. The directors may
only be removed for cause by a vote of the holders of a majority of the
Company's Common Stock voting together as a class. Any Series A Director who
resigns or is removed may be replaced only by the remaining Series A Director
or, if there are no remaining Series A Directors, by a vote of the holders of a
majority of the Series A Common Stock voting separately as a class. Similarly,
any Series B Director who resigns or is removed may be replaced only by the
remaining Series B Directors or, if there are no remaining Series B Directors,
by a vote of the holders of a majority of the Series B Common Stock voting
separately as a class. If no shares of Series A Common Stock are issued and
outstanding at any given time, then the holders of shares of Series B Common
Stock will elect all of the Company's directors. Conversely, if no shares of
Series B Common Stock are issued and outstanding, then the holders of the shares
of Series A Common Stock will elect all of the Company's directors.
All of the outstanding shares of Series B Common Stock are required
to be held by The Hearst Corporation, a Delaware corporation ("Hearst"), or a
Permitted Transferee (as defined below). No holder of shares of Series B Common
Stock may transfer any such shares to any person other than to (i) Hearst; (ii)
any corporation into which Hearst is merged or consolidated or to which all or
substantially all of Hearst's assets are transferred; or, (iii) any entity
controlled by Hearst (each a "Permitted Transferee"). Series B Common Stock,
however, may be converted at any time into Series A Common Stock and freely
transferred, subject to the terms and conditions of the Company's Certificate of
Incorporation and to applicable securities laws limitations. If at any time the
Permitted Transferees first hold in the aggregate less than 20% of all shares of
the Company's Common Stock that are then issued and outstanding, then each
issued and outstanding share of Series B Common Stock automatically will be
converted into one fully-paid and nonassessable share of Series A Common Stock,
and the Company will not be entitled to issue any additional shares of Series B
Common Stock. Notwithstanding any other provision to the contrary, no holder of
Series B Common Stock shall (i) transfer any shares of Series B Common Stock;
(ii) convert Series B Common Stock; or, (iii) be entitled to receive any cash,
stock, other securities or other property with respect to or in exchange for any
shares of Series B Common Stock in connection with any merger or consolidation
or sale or conveyance of all or substantially all of the property or business of
the Company as an entity, unless all necessary approvals of the Federal
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Communications Commission ("FCC") as required by the Communications Act of 1934,
as amended (the "Communications Act"), and the rules and regulations thereunder
have been obtained or waived.
Preferred Stock. The Company has one million shares of authorized
preferred stock, par value $.01 per share. Under the Company's Certificate of
Incorporation, the Company has two issued and outstanding series of preferred
stock, Series A Preferred Stock and Series B Preferred Stock (collectively, the
"Preferred Stock"). Each series of Preferred Stock has 10,938 shares issued and
outstanding. The Preferred Stock has a cash dividend feature whereby each share
will accrue $65 per share annually, to be paid quarterly. The Series A Preferred
Stock is convertible at the option of the holders, at any time, into Series A
Common Stock at a conversion price of (i) on or before December 31, 2000, $35;
(ii) during the calendar year December 31, 2001, the product of 1.1 times $35;
and, (iii) during each calendar year after December 31, 2001, the product of 1.1
times the preceding year's conversion price. The Company has the option to
redeem all or a portion of the Series A Preferred Stock at any time after June
11, 2001 at a price equal to $1,000 per share plus any accrued and unpaid
dividends.
The holders of Series B Preferred Stock have the option to convert
such Series B Preferred Stock into shares of Series A Common Stock at any time
after June 11, 2001 at the average of the closing prices for the Series A Common
Stock for each of the 10 trading days prior to such conversion date. The Company
has the option to redeem all or a portion of the Series B Preferred Stock at any
time on or after June 11, 2001, at a price equal to $1,000 per share plus any
accrued and unpaid dividends.
The issued and outstanding shares of Series A Preferred Stock and
Series B Preferred Stock are entitled to vote on all matters submitted to a vote
of holders of Series A Common Stock, with such shares of Series A Preferred
Stock and Series B Preferred Stock voting together as a single class with the
shares of Series A Common Stock. Each share of Series A Preferred Stock is
entitled to the number of votes (rounded up to the next whole number) equal to
the number of shares of Series A Common Stock into which such share is
convertible. Each share of Series B Preferred Stock is entitled to (i) 29 votes,
if the record date for the stockholder meeting at which such votes are to be
cast is before July 11, 2001 or (ii) thereafter, the number of votes (rounded up
to the next whole number) equal to the number of shares of Series A Common Stock
into which such share is convertible. Except with respect to any proposal to
amend the Company's Certificate of Incorporation that may adversely affect the
rights of the respective series of Preferred Stock and except as required by
Delaware General Corporation Law ("DGCL"), neither the Series A Preferred Stock
nor the Series B Preferred Stock is entitled to vote separately as a class.
Foreign Ownership
Pursuant to the Company's Certificate of Incorporation and in order
to comply with FCC rules and regulations, the Company will not be permitted to
issue any shares of capital stock of the Company to (i) a person who is a
citizen of a country other than the U.S.; (ii) any entity organized under the
laws of a government other than the government of the U.S. or any state,
territory or possession of the U.S.; (iii) a government other than the
government of the U.S. or any state, territory or possession of the U.S.; (iv) a
representative of, or an individual or entity controlled by, any of the
foregoing; or, (v) any other person or entity whose alien status would be
cognizable under the Communications Act (individually, an "Alien;" collectively,
"Aliens"), if such issuance would result in the total number of shares of such
capital stock held or voted by Aliens exceeding 25% of (x) the capital stock
outstanding at any time and from time to time or (y) the total voting power of
all shares of such capital stock outstanding and entitled to vote at any time
and from time to time. In addition, the Company will not be
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permitted to transfer on the books of the Company any capital stock to any Alien
that would result in the total number of shares of such capital stock held or
voted by Aliens exceeding such 25% limits. The Company's Certificate of
Incorporation also provides that no Alien or Aliens, individually or
collectively, will be entitled to vote or direct or control the vote of more
than 25% of (i) the total number of all shares of capital stock of the Company
outstanding at any time and from time to time or (ii) the total voting power of
all shares of capital stock of the Company outstanding and entitled to vote at
any time and from time to time (or such limits greater or lesser than 25% as may
be subsequently imposed by statute or regulation). The Company's Board of
Directors will have the right to redeem any shares determined to be owned by an
Alien or Aliens, at the fair market value of the shares to be redeemed, if the
Board of Directors determines such redemption is necessary to comply with these
Alien ownership restrictions of the Communications Act and rules of the FCC.
Certain Anti-Takeover Matters
General. Certain provisions of the Company's Certificate of
Incorporation and the DGCL may have the effect of impeding the acquisition of
control of the Company by means of a tender offer, a proxy fight, open market
purchases or otherwise in a transaction not approved by the Company's Board of
Directors.
The provisions of the Company's Certificate of Incorporation and the
DGCL described below are designed to reduce, or have the effect of reducing, the
vulnerability of the Company to an unsolicited proposal for the restructuring or
sale of all or substantially all of the assets of the Company or an unsolicited
takeover attempt that is unfair to the Company's stockholders. The summary of
such provisions set forth below does not purport to be complete and is subject
to and qualified in its entirety by reference to the Company's Certificate of
Incorporation, the Company's by-laws and the DGCL.
The Company's Board of Directors has no present intention to
introduce additional measures that might have an anti-takeover effect. The
Company's Board of Directors, however, expressly reserves the right to introduce
such measures in the future.
Classified Board; Removal of Directors. The Company's Certificate of
Incorporation provides that the Company's Board of Directors shall consist of
not less than seven directors, with the exact number of directors to be
determined from time to time by the Company's Board of Directors and designated
in the by-laws. The Company's by-laws provide that the number of directors will
be 11 and thereafter the minimum number of directors will be seven and the
maximum number of directors will be 15. The Company's Certificate of
Incorporation further provides that the Company's Board of Directors will be
divided into two classes, as long as there are no more than two Series A
Directors, and that, after an initial term, each director will be elected for a
two-year term. The Company's Certificate of Incorporation also provides that, in
the event there are three or more Series A directors, the Company's Board of
Directors will be divided into three classes, and that, after an initial term,
each director will be elected for a three-year term. Whether there are two or
three classes of directors, the Series A Directors are to be divided among the
classes as equally as possible. A classified Board of Directors is intended to
assure the continuity and stability of the Company's Board of Directors and the
Company's business strategies and policies. The classified board provision could
increase the likelihood that, in the event of a takeover of the Company,
incumbent directors will retain their positions. In addition, the classified
board provision helps ensure that the Company's Board of Directors, if
confronted with an unsolicited proposal from a third party that has acquired a
block of the voting stock of the Company, will have sufficient time to review
the proposal and appropriate alternatives and to seek the best available result
for all stockholders. The directors may only be removed for cause by a vote of
the holders of a majority of the Company's Common Stock voting together as a
class.
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Business Combinations. The Company, as a Delaware corporation, is
subject to Section 203 ("Section 203") of the DGCL. In general, subject to
certain exceptions, Section 203 prohibits a Delaware corporation from engaging
in a "business combination" with an "interested stockholder" for a period of
three years following the date that such stockholder became an interested
stockholder, unless (i) prior to such date the Board approved either the
business combination or the transaction that resulted in the stockholder
becoming an interested stockholder; (ii) upon consummation of the transaction
that resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding for purposes of
determining the number of shares outstanding those shares owned by (x) persons
who are directors and also officers and (y) employee stock plans in which
employee participants do not have the right to determine confidentially whether
or not shares held subject to the plan will be tendered in a tender or exchange
offer); or, (iii) at or subsequent to such time, the business combination is
approved by the Board and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at least 66
2/3% of the outstanding voting stock that is not owned by the interested
stockholder. Section 203 defines a "business combination" to include certain
mergers, consolidations, asset sales and stock issuances and certain other
transactions resulting in a financial benefit to an "interested stockholder." In
addition, Section 203 defines an "interested stockholder" to include any entity
or person beneficially owning 15% or more of the outstanding voting stock of the
corporation and any entity or person affiliated with such an entity or person.
Controlling Stockholder. Hearst Broadcasting, Inc. ("Hearst
Broadcasting"), a Delaware corporation and wholly owned subsidiary of Hearst
currently owns 100% of the Company's issued and outstanding Series B Common
Stock and 12.7% of the Company's issued and outstanding Series A Common Stock,
constituting approximately 79.6% of the outstanding shares of the Company's
Common Stock. Through its ownership of the Series B Common Stock Hearst
Broadcasting has the right to elect not less than a majority of the Company's
Board of Directors. See description of "Common Stock" contained herein. Hearst
Broadcasting's ownership of the Series B Common Stock may have the effect of
impeding the acquisition of control of the Company.
Limitations on Director Liability
The Company's Certificate of Incorporation provides that, to the
fullest extent permitted by the DGCL, a director or former director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director.
Registration Rights
The Company has executed a Registration Rights Agreement for the
benefit of certain holders of Series A Common Stock that are former partners of
Argyle Television Investors, L.P. (collectively, the "ATI Holders"). The
Registration Rights Agreement provides that the ATI Holders have the right,
subject to certain limitations and conditions, to require the Company to
register for distribution through a firm commitment underwriting all or any
portion of Series A Common Stock issued to them in the merger effective as of
August 29, 1997 of a wholly-owned subsidiary of Hearst with and into Argyle
Television, Inc. ("Argyle"), with Argyle as the surviving corporation renamed
"Hearst-Argyle Television, Inc." In addition, the ATI Holders also will have
piggyback registration rights with respect to any proposed offering of Series A
Common Stock for cash through a firm commitment underwriting sought by the
Company.
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Transfer Agent and Registrar
The Transfer Agent and Registrar of Series A Common Stock is Harris
Trust and Savings Bank.
Listing
The Series A Common Stock is to be listed on the New York Stock
Exchange under the trading symbol "HTV."
Item 2. Exhibits
Not applicable
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
HEARST-ARGYLE TELEVISION, INC.
By: /s/ Dean H. Blythe
-----------------------------------------
Name: Dean H. Blythe
Title: Senior Vice President-
Corporate Development,
Secretary and General Counsel
Date: July 14, 1998
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