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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-2700
HEARST-ARGYLE TELEVISION, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<CAPTION>
Delaware 74-2717523
<S> <C>
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
<TABLE>
<CAPTION>
888 Seventh Avenue 10106
New York, NY (Zip code)
<S> <C>
(Address of principal executive Offices)
</TABLE>
Registrant's telephone number, including area code: (212) 887-6800
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<S> <C>
Title of Each Class Name of Each Exchange On Which Registered
------------------- -----------------------------------------
Series A Common Stock, par value New York Stock Exchange
$.01 per share
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the Registrant's voting stock held by
nonaffiliates on March 22, 1999, based on the closing price for the
Registrant's Series A Common Stock on such date as reported on the New York
Stock Exchange (the "NYSE"), was approximately $859,000,000.
Shares of Common Stock outstanding at March 22, 1999: 89,147,879 shares
(consisting of 47,849,231 shares of Series A Common Stock and 41,298,648
shares of Series B Common Stock).
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Company's Proxy
Statement relating to the 1999 Annual Meeting of Stockholders are incorporated
by reference into Part III (Items 10, 11, 12 and 13).
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HEARST-ARGYLE TELEVISION, INC.
This amendment No. 1 to Form 10-K amends and revises Part II: Item 8 of the
Annual Report on Form 10-K for the fiscal year ended December 31, 1998 of
Hearst-Argyle Television, Inc. initially filed on March 31, 1999 with the
Securities and Exchange Commission. Unless otherwise indicated, capitalized
terms used herein shall have the respective meanings given such terms in the
Form 10-K.
2
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QUARTERLY INFORMATION (UNAUDITED)
<TABLE>
<CAPTION>
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
--------------- ---------------- --------------- -----------------
1997 1998 1997 1998 1997 1998 1997 1998
------- ------- ------- -------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(In thousands, except
per share data)
Total revenues.......... $62,053 $87,252 $81,513 $109,713 $77,730 $95,045 $112,365 $115,303
Station operating
income................. 18,367 25,146 37,361 48,561 25,754 32,003 47,030 48,959
Income before
extraordinary item..... 6,396 5,835 16,326 21,262 9,328 10,905 19,088 21,681
Net income (loss) (a)... 6,396 (4,134) 16,326 20,454 9,328 10,856 2,876 21,681
Income (loss) applicable
to common stockholders
(b).................... 6,396 (4,490) 16,326 20,099 8,973 10,501 2,520 21,325
Income (loss) per common
share-basic: (c)
Income before
extraordinary item..... $ 0.15 $ 0.10 $ 0.40 $ 0.39 $ 0.20 $ 0.20 $ 0.36 $ 0.40
Net income (loss)....... $ 0.15 $ (0.09) $ 0.40 $ 0.37 $ 0.20 $ 0.20 $ 0.05 $ 0.40
Number of common shares
used in the calculation
(d).................... 41,299 53,833 41,299 53,798 43,998 53,409 51,824 52,904
Income (loss) per common
share-diluted: (c)
Income before
extraordinary item..... $ 0.15 $ 0.10 $ 0.40 $ 0.39 $ 0.20 $ 0.20 $ 0.36 $ 0.40
Net income (loss)....... $ 0.15 $ (0.08) $ 0.40 $ 0.37 $ 0.20 $ 0.20 $ 0.05 $ 0.40
Number of common shares
used in the calculation
(d).................... 41,299 54,043 41,299 54,095 44,043 53,690 51,944 52,978
</TABLE>
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(a) Net income (loss) for the fourth quarter of 1997 and each of the first,
second and third quarters of 1998 includes an extraordinary item
representing the write-off of unamortized financing costs and premiums
paid upon early extinguishment of Hearst-Argyle Television, Inc. debt. See
Note 6 of the notes to the consolidated financial statements.
(b) Net income (loss) applicable to common stockholders gives effect to
dividends on the Preferred Stock issued in connection with the acquisition
of KHBS/KHOG.
(c) Per common share amounts for the quarters and the full years have each
been calculated separately. Accordingly, quarterly amounts may not add to
the annual amounts because of differences in the average common shares
outstanding during each period and, with regard to diluted per common
share amounts only, because of the inclusion of the effect of potentially
dilutive securities only in the periods in which such effect would have
been dilutive.
(d) The number of shares used in the per share calculation reflects
retroactively approximately 41.3 million shares received by The Hearst
Corporation in the merger of the Hearst Broadcast Group and Argyle
Television, Inc. ("Argyle"), referred to as the "Hearst Transaction", for
all periods prior to September 1, 1997. See Notes 2 and 3 of the notes to
the consolidated financial statements.
3
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
HEARST-ARGYLE TELEVISION, INC.
/s/ Dean H. Blythe
By: _________________________________
Name:Dean H. Blythe
Title:Senior Vice President,
Secretary and
General Counsel
April 14, 1999
Dated: ______________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors and
officers of Hearst-Argyle Television, Inc. hereby constitutes and appoints Bob
Marbut, John G. Conomikes and Dean H. Blythe, or any of them, his or her true
and lawful attorney-in-fact and agent, for him or her and in his or her name,
place and stead, in any and all capacities, with full power to act alone, to
sign any and all amendments to this Report, and to file each such amendment to
this Report, with all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorney-in-fact and agent full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorney-
in-fact and agent may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the Company
in the capacities indicated on April 14, 1999.
Signatures Title Date
/s/ Bob Marbut Co-Chief Executive April 14, 1999
- ------------------------------------- Officer and
Bob Marbut Chairman of the
Board (Principal
Executive Officer)
/s/ John G. Conomikes President, Co-Chief April 14, 1999
- ------------------------------------- Executive Officer
John G. Conomikes and Director
(Principal
Executive Officer)
/s/ David J. Barrett Executive Vice April 14, 1999
- ------------------------------------- President, Chief
David J. Barrett Operating Officer
and Director
/s/ Harry T. Hawks Senior Vice April 14, 1999
- ------------------------------------- President and Chief
Harry T. Hawks Financial Officer
(Principal
Financial Officer)
4
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Signatures Title Date
/s/ Teresa Lopez Vice President and April 14, 1999
- ------------------------------------- Controller
Teresa Lopez (Principal
Accounting Officer)
/s/ Frank A. Bennack, Jr. Director April 14, 1999
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Frank A. Bennack, Jr.
/s/ Ken J. Elkins Director April 14, 1999
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Ken J. Elkins
/s/ Victor F. Ganzi Director April 14, 1999
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Victor F. Ganzi
/s/ George R. Hearst Director April 14, 1999
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George R. Hearst
/s/ William R. Hearst III Director April 14, 1999
- -------------------------------------
William R. Hearst III
/s/ Gilbert C. Maurer Director April 14, 1999
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Gilbert C. Maurer
/s/ Michael E. Pulitzer Director April 14, 1999
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Michael E. Pulitzer
/s/ David Pulver Director April 14, 1999
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David Pulver
/s/ Virginia H. Randt Director April 14, 1999
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Virginia H. Randt
/s/ Caroline L. Williams Director April 14, 1999
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Caroline L. Williams
5
