<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
Hearst-Argyle Television, Inc.
(Name of Issuer)
Series A Common Stock, $.01 par value per share
(Title of Class of Securities)
422317107
(CUSIP Number)
Richard A. Palmer, Esq.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
(212) 318-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 18, 1999
(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 / /.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 13 Pages)
- -------------
* 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 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> 2
SCHEDULE 13D
CUSIP NO. 422317107 PAGE 2 OF 13 PAGES
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael E. Pulitzer
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Stated
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
5,559,473
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
61,927
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
1,507,251
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
16,355,410
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,621,400
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 422317107 PAGE 3 OF 13 PAGES
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Emily Rauh Pulitzer
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Stated
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
608,736
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
9,737,023
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
1,574,642
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
16,310,792
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,345,759
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 422317107 PAGE 4 OF 13 PAGES
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David E. Moore
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Stated
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
6,062,167
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
2,574,715
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
16,293,483
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,062,167
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 422317107 PAGE 5 OF 13 PAGES
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marital Trust B U/I Joseph Pulitzer, Jr.
dated 6/12/74, as amended 10/20/92
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Stated
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
9,719,714
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
1,427,668
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
16,293,483
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,719,714
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 422317107 PAGE 6 OF 13 PAGES
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pulitzer Family Trust
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Stated
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
541,345
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
79,583
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
16,293,483
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
541,345
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 422317107 PAGE 7 OF 13 PAGES
---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trust dated 3/22/82 FBO Michael E. Pulitzer
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Stated
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
5,559,473
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
1,507,251
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
16,293,483
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,559,473
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 8
CUSIP NO. 422317107 PAGE 8 OF 13 PAGES
---------------------
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this Schedule
relates is Series A Common Stock, $.01 par value per share
("Series A Common Stock"), of Hearst-Argyle Television, Inc., a
Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 888 Seventh Avenue, New
York, New York 10106.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule is being filed by parties to an agreement which
relates to the disposition of shares of Series A Common Stock
owned by such parties (each a "Reporting Person"). The Reporting
Persons may be deemed to be a "group" within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Except as expressly otherwise set
forth in this Schedule, each Reporting Person disclaims beneficial
ownership of the shares of Series A Common Stock beneficially
owned by any other Reporting Person or any other person.
The name, residence or business address, present principal
occupation or employment, the name, principal place of business
and address of any corporation or other organization in which such
employment is carried on, and citizenship of each Reporting Person
is as follows:
<TABLE>
<CAPTION>
Name and Residence Present Principal
or Business Address Occupation or Employment
------------------- ------------------------
<S> <C>
Michael E. Pulitzer Chairman of the Board
c/o Pulitzer Inc. of Pulitzer Inc.
900 North Tucker Boulevard
St. Louis, Missouri 63101
Emily Rauh Pulitzer Art Historian
4903 Pershing
St. Louis, MO 63108
David E. Moore Retired Journalist
8 Bird Lane
Rye, New York 10580
Marital Trust B U/I
Joseph Pulitzer, Jr.
dated 6/12/74, as amended 10/20/92
c/o Pulitzer Inc.
900 North Tucker Boulevard
St. Louis, MO 63101
Pulitzer Family Trust
c/o Pulitzer Inc.
900 North Tucker Boulevard
St. Louis, MO 63101
Trust dated 3/22/82 FBO
Michael E. Pulitzer
c/o Pulitzer Inc.
900 North Tucker Boulevard
St. Louis, MO 63101
</TABLE>
During the last five years, none of the persons listed above (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 future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
Each Reporting Person who is a natural person is a Citizen of the
United States of America.
Information with respect to each Reporting Person is given solely
by such member, and no Reporting Person has responsibility for the
accuracy or completeness of the information supplied by another
Reporting Person.
<PAGE> 9
CUSIP NO. 422317107 PAGE 9 OF 13 PAGES
---------------------
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to transactions described more fully in Item 4, each
Reporting Person received 1.63914877 shares of the Company's
Series A Common Stock for each share of Common Stock and each
share of Class B Common Stock of Pulitzer Publishing Company
("Pulitzer") owned.
ITEM 4. PURPOSE OF TRANSACTION.
On March 18, 1999, Pulitzer completed the spin-off of its
newspaper publishing and related new media business assets to its
wholly owned subsidiary, Pulitzer Inc., and immediately thereafter
was merged with and into the Company (the "Merger"). Pursuant to
the spin-off, stockholders of Pulitzer received one share of
Pulitzer Inc. Common Stock for each share of Pulitzer Common Stock
held and one share of Pulitzer Inc. Class B Common Stock for each
share of Pulitzer Class B Common Stock held. Furthermore, in
connection with the Merger, the Company issued 37,096,774 shares
of its Series A Common Stock to the stockholders of Pulitzer
(including the Reporting Persons). In connection with Pulitzer's
request for private letter ruling from the IRS regarding the
spin-off, Marital Trust B U/I Joseph Pulitzer, Jr. dated 6/12/74,
as amended 10/22/92 ("Marital Trust B"), Pulitzer Family Trust,
Trust dated 3/22/82 FBO Michael E. Pulitzer (the "MEP Trust") and
David E. Moore (each a "Signatory" and collectively the
"Signatories") entered into a letter agreement, dated October 23,
1998 (the "Agreement"), under which, among other things, the
Signatories agreed to certain limitations on his, her or its
ability to dispose of shares of the Company (Ms. Pulitzer is a
trustee of Marital Trust B and the Pulitzer Family Trust and Mr.
Pulitzer is a trustee of the MEP Trust). The Agreement provides
that, for one year following the Merger, each Signatory may only
dispose of the Company's Series A Common Stock in certain limited
circumstances. Any sales of the Company's Series A Common Stock
must be made simultaneously and proportionately with sales of
Pulitzers Inc.'s Common Stock. Furthermore, each Signatory may
not dispose of more than 3.15% of the Company's outstanding Series
A Common Stock, unless otherwise agreed in writing by the other
Signatories and the Signatories, collectively, may not dispose of
more than 9.5% of the Company's outstanding Series A Common Stock.
A copy of the Agreement is attached hereto as Exhibit 1.
In connection with the Merger, the Reporting Persons entered into
an agreement with the Company under which the Reporting Persons
have the right, subject to the provisions thereof, to designate
two persons to serve as members of the Company's Board of
Directors (the "Board Representation Agreement"). In addition, in
connection with the Merger, the Reporting Persons entered into an
agreement with the Company whereby, subject to the provisions
thereof, the Reporting Persons may request that the Company
register with the Securities and Exchange Commission shares of the
Company issued to the Reporting Persons in connection with the
Merger (the "Registration Rights Agreement"). Copies of the Board
Representation Agreement and the Registration Rights Agreement are
attached hereto as Exhibits 2 and 3, respectively.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Michael E. Pulitzer beneficially owns, 5,621,400 shares of
Series A Common Stock, constituting approximately 11.8% of the
outstanding shares of Series A Common Stock.
Emily Rauh Pulitzer beneficially owns 10,345,759 shares of
Series A Common Stock, constituting approximately 21.6% of the
outstanding shares of Series A Common Stock.
David E. Moore beneficially owns 6,062,167 shares of Series A
Common Stock, constituting approximately 12.7% of the outstanding
shares of Series A Common Stock.
Marital Trust B beneficially owns 9,719,714 shares of Series
A Common Stock, constituting approximately 20.3% of the
outstanding shares of Series A Common Stock.
Pulitzer Family Trust beneficially owns 541,345 shares of
Series A Common Stock, constituting approximately 1.1% of the
outstanding shares of Series A Common Stock.
The MEP Trust beneficially owns 5,559,473 shares of Series A
Common Stock, constituting approximately 11.6% of the outstanding
shares of Series A Common Stock.
The Reporting Persons together beneficially own 22,026,548
shares of Series A Common Stock, constituting approximately 46.0%
of the outstanding shares of Series A Common Stock. Pursuant to
Rule 13d-4 of the Exchange Act, each of the Reporting Persons
disclaims beneficial ownership of any and all shares of Series A
Common Stock beneficially owned by any of the other Reporting
Persons. However, the
<PAGE> 10
CUSIP NO. 422317107 PAGE 10 OF 13 PAGES
---------------------
Reporting Persons may nevertheless be deemed to constitute a group
by reason of their being party to the agreements set forth in Item
4.
All percentage calculations are based upon 47,849,231 shares
of Series A Common Stock issued and outstanding as of March 18,
1999, as calculated based upon representations of the Company.
(b) Michael E. Pulitzer has the sole power to vote or direct the
vote of 5,559,473 shares of Series A Common Stock held by the MEP
Trust, of which he is the sole trustee, and shares the power to
vote or direct the vote of, 61,927 shares of Series A Common Stock
held by The Ceil and Michael E. Pulitzer Foundation, Inc. (the
"Foundation") with Ceil Pulitzer and James V. Maloney as trustees
of the Foundation. Mr. Pulitzer has the sole power to dispose of
or direct the disposition of 1,507,251 shares of Series A Common
Stock held by the MEP Trust. By virtue of the Agreement, Mr.
Pulitzer shares with the other Reporting Persons the power to
dispose of or direct the disposition of (i) 4,052,222 shares held
by the MEP Trust, (ii) 8,292,046 shares of Series A Common Stock
held by Marital Trust B, (iii) 461,762 shares of Series A Common
Stock held by the Pulitzer Family Trust and (iv) 3,487,452 shares
of Series A Common Stock held by David E. Moore directly.
Emily Rauh Pulitzer has the sole power to vote or direct the
vote of, 67,391 shares of Series A Common Stock which she holds
directly and 541,345 shares of Series A Common Stock held by the
Pulitzer Family Trust, of which she is the sole trustee. Ms.
Pulitzer shares the power to vote 9,719,714 shares of Series A
Common Stock held by Marital Trust B and 17,309 shares of Series A
Common Stock held by Marital Trust A U/I Joseph Pulitzer Jr. dated
06/12/74, as amended 10/20/92 ("Marital Trust A"), with James V.
Maloney and William Bush, successor trustees of Marital Trust A
and Marital Trust B. Ms. Pulitzer has the sole power to dispose
of, or to direct the disposition of, (i) 1,427,668 Shares of
Series A Common Stock held by Marital Trust B, (ii) 79,583 shares
of Series A Common Stock held by the Pulitzer Family Trust and
(iii) 67,391 shares of Series A Common Stock which she holds
directly. By virtue of the Agreement, Ms. Pulitzer shares with the
other Reporting Persons the power to dispose of or direct the
disposition of (i) 8,292,046 shares held by Marital Trust B, (ii)
4,052,222 shares held by the MEP Trust, (iii) 461,762 shares held
by the Pulitzer Family Trust and (iv) 3,487,452 shares of Series
Common Stock held by David E. Moore directly.
David E. Moore has the sole power to vote or direct the vote
of, and to dispose of or direct the disposition of, (i) 1,067,464
shares of Series A Common Stock held by the David E. Moore 1998
Grantor Retained Annuity Trust dated February 05, 1998 (the "DEM
Trust"), of which he is the sole trustee and (ii) 1,507,251 shares
of Series A Common Stock which he holds directly. Mr. Moore also
has the sole power to vote or direct the vote of 4,994,703 shares
of Series A Common Stock which he holds directly. By virtue of the
Agreement, Mr. Moore shares with the other Reporting Persons the
power to dispose of or direct the disposition of, (i) 8,292,046
shares held by Marital Trust B, (ii) 461,762 shares held by
the Pulitzer Family Trust, (iii) 4,052,222 shares held by the MEP
Trust and (iv) 3,487,452 shares which he holds directly.
(c) Apart from the receipt of shares of the Company's Series A
Common Stock pursuant to transactions described in Item 4, no
Reporting Person has engaged in any transaction of shares of any
class of Common Stock of the Company during the past 60 days.
(d) With respect to the shares held by the MEP Trust and the
Foundation no person other than the MEP Trust, the Foundation and
the respective trustees and beneficiaries thereof have the right
to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Series A Common
Stock beneficially owned by such trusts (Mr. Pulitzer is also a
beneficial owner of the shares held by such trusts).
<PAGE> 11
CUSIP NO. 422317107 PAGE 11 OF 13 PAGES
---------------------
With respect to shares held directly by Emily Rauh Pulitzer,
no person other than Ms. Pulitzer has the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Series A Common Stock. With
respect to the shares held by Marital Trust A, Marital Trust B and
the Pulitzer Family Trust, only such respective trusts and the
trustees and beneficiaries thereof have the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Series A Common Stock beneficially
owned by such trusts (Ms. Pulitzer is also a beneficial owner of
the shares held by such trusts).
With respect to shares held directly by David E. Moore, no
person other than Mr. Moore has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Series A Common Stock beneficially owned by
Mr. Moore. With respect to the shares held by the DEM Trust, no
person other than the DEM Trust and the trustees and beneficiaries
thereof have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
shares of Series A Common Stock beneficially owned by such trust
(Mr. Moore is also a beneficial owner of the shares held by such
trust).
(e) Inapplicable
The business address, present principal occupation or employment,
and citizenship of William Bush and James V. Maloney, who share
voting and dispositive power with Ms. Pulitzer with respect to
shares held by Marital Trust A and Marital Trust B, and Ceil
Pulitzer, who along with Mr. Maloney, shares voting and
dispositive power with Mr. Pulitzer with respect to shares held by
the Foundation are as follows:
<TABLE>
<CAPTION>
Name and Residence Present Principal
or Business Address Occupation or Employment
------------------- ------------------------
<S> <C>
William Bush Attorney
c/o Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
James V. Maloney Secretary, Pulitzer Inc.
c/o Pulitzer Inc.
900 North Tucker Boulevard
St. Louis, MO 63101
Ceil Pulitzer Artist
c/o Pulitzer Inc.
900 North Tucker Boulevard
St. Louis, MO 63101
</TABLE>
During the last five years, none of the persons listed above (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 future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
Each person listed above is a Citizen of the United States of
America.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
In connection with Pulitzer's request for a private letter ruling
from the IRS regarding the spin-off, the Signatories entered into
the Agreement, under which, among other things, each Signatory
agreed to certain limitations on his, her or its ability to
dispose of shares of the Company. A copy of the
Agreement is attached hereto as Exhibit 1.
In connection with the Merger, the Reporting Persons entered into
the Board Representation Agreement, under which the Reporting
Persons have the right, subject to the provisions thereof, to
designate two persons to serve as members of the Company's Board
of Directors. In addition, in connection with the Merger, the
Reporting Persons entered into the Registration Rights Agreement
whereby, subject to the provisions thereof, the Reporting Persons
may request that the Company register with the Securities and
Exchange Commission shares of the Company issued to the Reporting
Persons in connection with the Merger.
<PAGE> 12
CUSIP NO. 422317107 PAGE 12 OF 13 PAGES
---------------------
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Letter Agreement, dated October 23, 1998, by and
among Marital Trust B U/I Joseph Pulitzer Jr., dated
6/12/74, as amended 10/20/92, Pulitzer Family Trust,
Trust dated 3/22/82 FBO Michael E. Pulitzer and David
E. Moore.
Exhibit 2 Board Representation Agreement, dated May 25, 1998,
by and among Hearst-Argyle Television, Inc., Hearst
Capital Broadcasting, Inc., Emily Rauh Pulitzer,
Michael E. Pulitzer and David E. Moore.
Exhibit 3 Registration Rights Agreement, dated May 25, 1998, by
and among Hearst-Argyle Television, Inc., Emily Rauh
Pulitzer, Michael E. Pulitzer and David E. Moore.
<PAGE> 13
CUSIP NO. 422317107 PAGE 13 OF 13 PAGES
---------------------
SIGNATURES
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.
/s/ Emily Rauh Pulitzer
-----------------------------------------------
Emily Rauh Pulitzer
/s/ Michael E. Pulitzer
-----------------------------------------------
Michael E. Pulitzer
/s/ Margaret J. Warner
-----------------------------------------------
Margaret J. Warner, Attorney-in-Fact for
David E. Moore
MARITAL TRUST B U/I JOSEPH PULITZER,
JR. DATED 6/12/74, AS AMENDED 10/20/92
By: /s/ Emily Rauh Pulitzer
--------------------------------------
Emily Rauh Pulitzer, Successor Trustee
By: /s/ James V. Maloney
--------------------------------------
James V. Maloney, Successor Trustee
By: /s/ William Bush
--------------------------------------
William Bush, Successor Trustee
PULITZER FAMILY TRUST
By: /s/ Emily Rauh Pulitzer
--------------------------------------
Emily Rauh Pulitzer, Trustee
TRUST DATED 3/22/82 FBO MICHAEL E. PULITZER
By: /s/ Michael E. Pulitzer
--------------------------------------
Michael E. Pulitzer, Trustee
<PAGE> 1
EXHIBIT 1
October 23 , 1998
Pulitzer Publishing Company
900 North Tucker Boulevard
St. Louis, MO 63101
Ladies and Gentlemen:
Reference is hereby made to the Agreement and Plan of Merger by
and among Pulitzer Publishing Company ("Pulitzer"), Pulitzer Inc. ("New
Pulitzer") and Hearst-Argyle Television, Inc. ("Hearst-Argyle") dated as of May
25, 1998 (the "Merger Agreement"). Capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed thereto in the Merger
Agreement.
Each of the undersigned (each, a "5% Stockholder") expects to
receive shares of New Pulitzer Class B Common Stock and New Pulitzer Common
Stock and shares of Hearst-Argyle Merger Stock pursuant to the proposed
reorganization transactions of Pulitzer contemplated by the Merger Agreement. It
has been explained to each 5% Stockholder that Pulitzer has requested a private
letter ruling from the IRS relating to the federal income tax treatment of
Pulitzer and its stockholders upon Pulitzer's distribution of New Pulitzer Stock
to its stockholders and such stockholders' exchange of shares of Pulitzer Class
B Common Stock and Pulitzer Common Stock for shares of Hearst-Argyle Merger
Stock in connection with the Contribution, the Distribution (the Contribution
and Distribution being collectively referred to herein as the "Spin-Off") and
the Merger.
In order to facilitate Pulitzer's request for a private letter
ruling from the IRS, each 5% Stockholder hereby represents that he, she or it
has no present plan or intention to dispose of any of the shares of
Hearst-Argyle Merger Stock or New Pulitzer Stock which he, she or it will
receive in the Spin-Off and the Merger and further agrees that in the absence of
unanticipated events or circumstances necessitating a change of his, her or its
present plans and intentions, he, she or it will not directly or indirectly
offer, offer to sell, contract to sell, pledge or grant any option to purchase
or otherwise dispose of or transfer (or announce any offer, offer to sell, sale,
contract to sell, pledge or grant any option to purchase or other disposition or
transfer) any of such shares of New Pulitzer Stock or Hearst-Argyle Merger Stock
for a period of one year after the Spin-Off and the Merger (the "Restricted
Period"), except for the following possible dispositions ("Permitted
Dispositions"):
(i) gifts of Hearst-Argyle Merger Stock or New Pulitzer Stock
to charitable organizations, charitable trusts or charitable
split-interest trusts (of which, in the case of a gift to a
charitable split-interest trust, the non-charitable beneficiary or
beneficiaries is or are such 5% Stockholder or one or more family
members, as defined in Section 267(c)(4) of the Code, of such 5%
Stockholder);
(ii) gifts of Hearst-Argyle Merger Stock or New Pulitzer
Stock for estate planning purposes to one or more family members
(as defined in Section 267(c)(4) of the Code) of such 5%
Stockholder or to entities if such 5% Stockholder or one or more
family members ( as defined in Section 267(c)(4) of the Code) of
such 5% Stockholder would be deemed under the constructive
ownership rules of Section 267(c)(1) of the Code to own the
Hearst-Argyle Merger Stock or New Pulitzer Stock owned by such
entity; and
(iii) simultaneous sales of such 5% Stockholder's
Hearst-Argyle Merger Stock and New Pulitzer Stock in amounts that
represent equal proportions of the Hearst-Argyle Merger Stock and
New Pulitzer Stock received by such 5% Stockholder in the Spin-Off
and the Merger.
<PAGE> 2
October 23 , 1998
Page 2
Notwithstanding the foregoing, all Permitted Dispositions by the 5% Stockholders
collectively during the Restricted Period will not exceed in the aggregate the
number of shares of either Hearst-Argyle stock or New Pulitzer stock having a
fair market value, immediately after the Spin-Off and the Merger, equal to 9.5%
of the fair market value of all of such corporation's outstanding stock at such
time. In this regard, each of the 5% Stockholders will be entitled to engage in
a Permitted Disposition during the Restricted Period only to the extent such
Permitted Disposition, when combined with all prior Permitted Dispositions by
such 5% Stockholder during the Restricted Period, will not exceed 3.15% of the
issued and outstanding stock of each of Hearst-Argyle and New Pulitzer, unless
otherwise agreed in writing by each of the other 5% Stockholders. For this
purpose, Marital Trust B U/I Joseph Pulitzer, Jr. Dated 6/12/74, as amended
10/20/92, and the Pulitzer Family Trust shall be considered a single 5%
Stockholder.
Each of the undersigned understands and acknowledges that Pulitzer
and the IRS will rely upon the representations set forth in this letter and
agrees that this letter shall be binding upon such 5% Stockholder and his, her
or its successors, heirs, personal representatives and assigns.
Very truly yours,
MARITAL TRUST B U/I JOSEPH PULITZER,
JR. DATED 6/12/74, AS AMENDED 10/20/92
By: /s/ Emily Rauh Pulitzer
--------------------------------------
Emily Rauh Pulitzer, Successor Trustee
By: /s/ James V. Maloney
--------------------------------------
James V. Maloney, Successor Trustee
By: /s/ William Bush
--------------------------------------
William Bush, Successor Trustee
PULITZER FAMILY TRUST
By: /s/ Emily Rauh Pulitzer
--------------------------------------
Emily Rauh Pulitzer, Trustee
TRUST DATED 3/22/82 FBO MICHAEL E. PULITZER
By: /s/ Michael E. Pulitzer
--------------------------------------
Michael E. Pulitzer, Trustee
/s/ David E. Moore
------------------------------------------
David E. Moore
<PAGE> 1
EXHIBIT 2
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;
<PAGE> 2
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:
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. Section 73.3555 and Notes thereto (collectively, the "FCC Cross-
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<PAGE> 3
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.
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<PAGE> 4
(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) 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
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<PAGE> 5
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 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
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<PAGE> 6
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 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
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<PAGE> 7
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 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.]
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<PAGE> 8
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: /s/ Dean H. Blythe
-----------------------------------
Name: Dean H. Blythe
Title: Secretary
HEARST BROADCASTING, INC.
By: /s/ Dean H. Blythe
-----------------------------------
Name: Dean H. Blythe
Title: Secretary
/s/ Emily Rauh Pulitzer
--------------------------------------
Emily Rauh Pulitzer
/s/ Michael E. Pulitzer
--------------------------------------
Michael E. Pulitzer
/s/ David E. Moore
--------------------------------------
David E. Moore
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<PAGE> 1
d
EXHIBIT 3
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated May 25, 1998, among
Hearst-Argyle Television, Inc., a Delaware corporation ("Acquiror"), and each
of Emily Rauh Pulitzer, David E. Moore and Michael E. Pulitzer (each, a
"Stockholder" and, collectively, the "Stockholders").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, Acquiror and Pulitzer Publishing Company, a Delaware corporation
(the "Company"), have entered into an Agreement and Plan of Merger, dated
May 25, 1998 (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, as a condition to the consummation of the Merger, the
Stockholders have required that Acquiror, and Acquiror has agreed to, enter
into this Agreement; and
WHEREAS, it is intended by Acquiror and the Stockholders that this
Agreement shall become effective immediately upon the issuance of Acquiror
Common Stock pursuant to Article 1 of the Merger Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto 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:
(a) "Stockholder Affiliates" means, with respect to each
Stockholder, any parent, sibling, spouse, child, grandchild or other relative
of the Stockholder, or any custodian or trustee for the benefit of any of the
foregoing, or any partnership, corporation of other entity for which he or she
acts as a trustee or which is owned by the Stockholder or any of the foregoing.
(b) "Demand Registrations" has the meaning ascribed to it in
Section 2(a) of this Agreement.
<PAGE> 2
(c) "Piggyback Registration" has the meaning ascribed to
it in Section 3(a) of this Agreement.
(d) "Registrable Shares" means, at any particular time at
which notice has been given pursuant to Section 2 or 3 hereunder, any of the
following which are held by the Stockholders or Stockholder Affiliates: (i)
shares of Acquiror Common Stock issued pursuant to the Merger; (ii) shares of
Acquiror Common Stock issued in lieu of cash dividends on other Registrable
Shares pursuant to a dividend reinvestment plan adopted by Acquiror; (iii)
shares of Acquiror Common Stock then outstanding which were issued as, or upon
the conversion or exercise of other securities issued as, a dividend or other
distribution with respect to or in replacement of other Registrable Shares; (iv)
shares of Common Stock then issuable upon conversion or exercise of other
securities which were issued as a dividend or other distribution with respect to
or in replacement of other Registrable Shares; and (v) any equity securities of
Acquiror issued or issuable with respect to the securities referred to in
clauses (i) through (iv) by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization. For purposes of this Agreement, the Stockholders and
Stockholder Affiliates will be deemed to be holders of Registrable Shares
whenever they have unqualified right to acquire such Registrable Shares (by
conversion or otherwise, but disregarding any legal restrictions upon the
exercise of such right), whether or not such acquisition has actually been
effected.
(e) "Registration Expenses" has the meaning ascribed to
it in Section 5 of this Agreement.
2. Demand Registrations.
(a) Requests for Registration. From and after the first
anniversary of the date hereof, each Stockholder may make a written request,
from time to time, on his or her own behalf or on behalf of any Stockholder
Affiliates, for registration under the Securities Act of all or part of the
Registrable Shares held by the Stockholder or any Stockholder Affiliates. Each
such request will specify the number of Registrable Shares to be registered and
the intended method of distribution thereof. All registrations requested
pursuant to this Section 2(a) are referred to herein as "Demand Registrations."
Demand Registrations shall be on any form for which Acquiror then qualifies and
which counsel for Acquiror shall deem appropriate and available for the sale of
the Registrable Shares to be registered thereunder in accordance with the
intended method of distribution thereof; provided that Acquiror will include in
any short-form registration such additional customary information as the
Stockholders may reasonably request after consultation with the managing
underwriter, in the case of any underwritten public offering, or with the
investment banker, in the case of any non- underwritten offering, in order to
facilitate the sale of such securities; and provided further, that Acquiror
shall not be required to file any such registration as a shelf registration
under Rule 415 of the Securities Act. Subject to the terms and conditions of
this Agreement, Acquiror may include the sale of its securities in any Demand
Registration.
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(b) Registrations.
(i) Prior to the seventh anniversary of the date
hereof, a maximum of two Demand Registrations may be requested by each
Stockholder. On or after the seventh anniversary of the date hereof,
only one Demand Registration may be requested by each Stockholder;
provided that such Stockholder shall not have previously requested two
Demand Registrations which were effected, or deemed to have been
effected, pursuant to this Agreement, in which event such Stockholder
may not request any further Demand Registrations. A registration will
not count as one of the Demand Registrations requested by the
Stockholder until it has become effective and unless either (i) the
requesting Stockholder and Stockholder Affiliates have registered and
sold at least 90% of the Registrable Shares they requested be included
in such registration or (ii) the registration has remained effective
and current for at least 90 days. Acquiror will pay all Registration
Expenses in connection with any registration initiated as a Demand
Registration requested hereunder. Should a Demand Registration not
become effective due to the failure of the Stockholders to perform
their obligations under this Agreement or the inability of the
Stockholders to reach agreement with the underwriters on price or other
customary terms for such transaction (provided that if the registration
does not become effective because of such inability then, on one
occasion, at the election of the requesting Stockholder, it shall not
count as a Demand Registration if the requesting Stockholder pays
Acquiror for all of the Registration Expenses in respect thereof), or
in the event the requesting Stockholder withdraws or does not pursue
the request for the Demand Registration (in each of the foregoing
cases, provided that at such time Acquiror is in compliance in all
material respects with its obligations under this Agreement), then such
Demand Registration shall be deemed to have been effected.
(ii) Each Demand Registration effected prior to
the third anniversary of the date hereof must be in respect of
Registrable Shares with a fair market value in excess of $50,000,000;
each Demand Registration effected on or after the third anniversary of
the date hereof and prior to the fifth anniversary of the date hereof
must be in respect of Registrable Shares with a fair market value in
excess of $75,000,000; each Demand Registration effected on or after
the fifth anniversary of the date hereof must be in respect of
Registrable Shares with a fair market value in excess of $100,000,000;
in each case, such value shall include Registrable Shares included
pursuant to Section 3 hereof.
(c) Priority on Demand Registrations. If a Demand
Registration is an underwritten public offering and the managing underwriters
advise Acquiror in writing that in their opinion the number of Registrable
Shares and other securities requested to be included in such offering would
materially and adversely affect the success of the offering, Acquiror will
include in such registration, prior to the inclusion of any securities which are
not owned by the Stockholders or Stockholder Affiliates, the number of
Registrable Shares requested to be included which in the opinion of such
underwriters can be sold without materially and adversely affecting the success
of the offering.
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Whenever a registration requested pursuant to this Section is for an
underwritten offering, only securities which are to be distributed by the
underwriters may be included in the registration.
(d) Restrictions on Registrations. Acquiror will not be
obligated to effect any Demand Registration within twelve months after the
effective date of a previous Demand Registration. Acquiror may postpone for up
to 120 days the filing or effectiveness of a registration statement for a Demand
Registration if Acquiror reasonably believes that it would be detrimental or
otherwise disadvantageous to Acquiror or its shareholders for such a
registration statement to be filed as expeditiously as possible; provided,
however, Acquiror cannot exercise its right to postpone the filing or
effectiveness of a registration statement for a Demand Registration more than
once during any twelve-month period.
(e) Selection of Underwriters. The requesting Stockholder
shall have the right to select the investment banker(s) and manager(s) to
administer any public offering of equity securities of Acquiror pursuant to a
Demand Registration, subject to Acquiror's approval, which approval shall not be
unreasonably withheld.
3. Piggyback Registrations.
(a) Right to Piggyback. Subject to the provisions of this
Section 3, whenever Acquiror proposes to register any Acquiror Common Stock
under the Securities Act for its own account (other than a registration on Form
S-4 or S-8 or any substitute or successor form that may be adopted by the SEC)
or for the account of any of the holders of Acquiror Common Stock, Acquiror will
give written notice to the Stockholders of its intention to effect such a
registration and will include in such registration, on the same terms and
conditions as apply to Acquiror's or such holder's Acquiror Common Stock, all
Registrable Shares that the Stockholders request be included within 15 days
after the receipt of Acquiror's notice (a "Piggyback Registration"). Prior to
the seventh anniversary of the date hereof, Acquiror is required to include
Registrable Shares requested by the Stockholders in an unlimited number of
Piggyback Registrations. On or after the seventh anniversary of the date hereof,
Acquiror is only required to include Registrable Shares pursuant to this Section
3 in any Demand Registration requested by any other Stockholder. If Acquiror
shall determine in its sole discretion not to register or to delay the
registration of such Common Stock, Acquiror may, at its election, provide
written notice of such determination to the Stockholders and (i) in the case of
a determination not to effect a registration, shall thereupon be relieved of the
obligation to register such Registrable Shares, and (ii) in the case of a
determination to delay a registration, shall thereupon be permitted to delay
registering any Registrable Shares for the same period as the delay in respect
of the securities of Acquiror being registered for Acquiror's own account.
(b) Priority on Primary Registrations. If a Piggyback
Registration is an underwritten primary offering on behalf of Acquiror, and the
managing underwriters for the offering advise Acquiror in writing that in their
opinion the number of securities requested to be included in
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<PAGE> 5
such registration would materially and adversely affect the success of the
offering, Acquiror will include in such registration (i) first, the securities
Acquiror proposes to sell and (ii) second, on a pro rata basis, Registrable
Shares and all other securities.
(c) Priority on Secondary Registrations.
(i) If a Piggyback Registration is an
underwritten secondary offering on behalf of holders of Acquiror's
securities other than holders of Registrable Shares, and the managing
underwriters advise Acquiror in writing that in their opinion the
number of securities requested to be included in such registration
would materially and adversely affect the success of the offering,
Acquiror will include in such registration (1) first, the securities
included therein held by the holders other than the Stockholders and
(2) second, on a pro rata basis, Registrable Shares and all other
securities.
(ii) If a Piggyback Registration is an
underwritten secondary offering on behalf of a requesting Stockholder
pursuant to such Stockholder's Demand Registration, and the managing
underwriters advise Acquiror in writing that in their opinion the
number of securities requested to be included in such registration
would materially and adversely affect the success of the offering,
Acquiror will include in such registration (1) first, Registrable
Shares held by the requesting Stockholder, (2) second, other
Registrable Shares and (3) third, other securities.
(d) Selection of Underwriters. If a Piggyback
Registration is an underwritten primary registration on behalf of Acquiror, and
the Stockholders elect to register and sell Registrable Shares in such
registration, Acquiror will have the right to select the investment banker(s)
and manager(s) to administer the offering.
4. Holdback Agreements.
(a) Each Stockholder agrees that, at the request of the
underwriters managing a registered public offering, such Stockholder shall not
and such Stockholder shall use best efforts to cause the Stockholder Affiliates
to agree to not offer, sell, contract to sell or otherwise dispose of any
Acquiror Common Stock, or any securities convertible into or exchangeable or
exercisable for Acquiror Common Stock, during the 15-day period prior to, and
the 90-day period beginning on, the effective date of the underwritten
registration (except as part of such underwritten registration). In order to
ensure compliance with the provisions of this Section 4(a), Acquiror hereby
agrees to notify each Stockholder as to the status and proposed effective date
of any registration statement of Acquiror which is filed with the SEC.
(b) Acquiror hereby agrees not to effect, except pursuant
to employee benefit plans and registrations on Form S-4, any public sale or
distribution of any securities of the same class as (or otherwise similar to)
the Registrable Shares, or any securities which, with notice, lapse of time
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and/or payment of monies, are exchangeable or exercisable for or convertible
into any such securities, during the 15-day period prior to, and during the
90-day period commencing on, the effective date of a registration statement
filed with the SEC in connection with an underwritten offering effected pursuant
to Section 2 of this Agreement (except as part of such underwritten offering).
Acquiror agrees to use its reasonable efforts to cause each holder of five
percent or more of the outstanding shares of any equity security (or any
security convertible into or exchangeable or exercisable for any equity
security) of Acquiror purchased from Acquiror at any time other than in a public
offering to enter into a similar agreement with the Company.
5. Registration Procedures. Whenever any Stockholders
have requested that any Registrable Shares be registered pursuant to this
Agreement, Acquiror will use its reasonable best efforts to effect the
registration of such Registrable Shares in accordance with the intended method
of disposition thereof, and pursuant thereto Acquiror will as expeditiously as
possible:
(a) Prepare and file with the SEC a registration
statement with respect to such Registrable Shares and cause such registration
statement to become and remain effective for such period, not to exceed 90 days,
as may be reasonably necessary to effect the sale of such Registrable Shares and
to include in any such registration statement all information which, in the
opinion of counsel to the Stockholders and counsel to Acquiror, is reasonably
required to be included therein under the Securities Act or which the managing
underwriter, in the case of an underwritten public offering, or the investment
banker, in the case of a non-underwritten offering, reasonably requests be
included therein to facilitate the sale of such securities and which, in the
opinion of counsel to Acquiror and counsel to the Stockholders, is customary and
may appropriately be included therein under the Securities Act; provided,
however, if (i) the effective date of any registration statement filed pursuant
to a Demand Registration would otherwise be at least 45 calendar days, but fewer
than 90 calendar days, after the end of Acquiror's fiscal year, and (ii) the
Securities Act requires Acquiror to include audited financials as of the end of
such fiscal year or the Securities Act permits the use of, and the Stockholders
have requested that such registration statement include, audited financials as
of the end of such fiscal year, Acquiror may delay the filing of such
registration statement for such period as is reasonably necessary to include
therein its audited financial statements for such fiscal year;
(b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for
a period of not less than 90 days and comply with the provisions of the
Securities Act applicable to Acquiror with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition set forth in such
registration statement;
(c) Furnish to the Stockholders and the underwriters such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) as they may reasonably request in order to facilitate
the disposition of the Registrable Shares;
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<PAGE> 7
(d) Use reasonable best efforts to register or qualify
such Registrable Shares under such other securities or blue sky laws of such
jurisdictions as the Stockholders reasonably request and do any and all other
acts and things which may be reasonably necessary or advisable to enable the
Stockholders and Stockholder Affiliates to consummate the disposition in such
jurisdictions of the Registrable Shares (provided, however, that Acquiror will
not be required to (i) qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this Section 4(d),
(ii) subject itself to taxation in any such jurisdiction, or (iii) consent to
general service of process in any such jurisdiction);
(e) Otherwise use its best efforts in connection with
each registered offering of Registrable Shares hereunder to comply with all
applicable rules and regulations of the SEC, as the same may hereafter be
amended, including Section 11(a) of the Securities Act and Rule 158 thereunder.
(f) Use its best efforts to cause all such Registrable
Shares to be listed on each securities exchange or market trading system on
which similar securities issued by Acquiror are then listed;
(g) Enter into such customary agreements (including
underwriting agreements that contain such representations and warranties by
Acquiror and such other terms and provisions as are customarily contained in
agreements of this type, including, but not limited to, indemnities to the
effect and to the extent provided in Section 7, provisions for the delivery of
officers' certificates, opinions of counsel and accountants' "comfort" letters
and holdback arrangements) and take all such other actions as are reasonably
required in order to expedite or facilitate the disposition of such Registrable
Shares;
(h) Subject to confidentiality restrictions reasonably
required by Acquiror, and subject to the reasonableness of the request therefor,
make available at reasonable times for inspection by the Stockholders, any
underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by the
Stockholders or any such underwriter, all pertinent financial and other records,
pertinent corporate documents and properties of Acquiror, and cause Acquiror's
officers, directors, employees and independent accountants to supply all
information reasonably requested by the Stockholders or any such underwriter,
attorney accountant or agent in connection with such registration statement; and
to the extent reasonably required, cause Acquiror's officers, directors and
employees to discuss pertinent aspects of Acquiror's business with the
Stockholders and any such underwriter, accountant, agent, representative or
advisor in connection with such registration statement;
(i) Notify the Stockholders promptly after it shall
receive notice of the time when such registration statement or amendment thereto
has become effective or a prospectus or supplement to any prospectus forming a
part of such registration statement has been filed;
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<PAGE> 8
(j) Notify the Stockholders of any request by the SEC for
the amending or supplementing of such registration statement or prospectus or
for supplemental information;
(k) Prepare and file with the SEC, promptly upon the
request of the Stockholders, any amendments or supplements to such registration
statement or prospectus which, in the opinion of counsel selected by the
Stockholders and counsel to Acquiror, is reasonably required under the
Securities Act or the rules and regulations thereunder in connection with the
distribution of Registrable Shares by the Stockholders;
(l) Notify the Stockholders of the occurrence of any
event during any time when a prospectus relating to such securities is required
to be delivered under the Securities Act, as the result of which any such
prospectus or any other prospectus as then in effect would include an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances in which they
were made, not misleading, and in such event, prepare and promptly file with the
SEC and promptly notify the Stockholders of the filing of such amendment or
supplement to such registration statement or prospectus as may be necessary to
correct any such statements or omissions. The Stockholders agree that, upon
receipt of any notice from Acquiror of the occurrence of any event of the kind
described in the preceding sentence, the Stockholders will and will cause the
Stockholder Affiliates to forthwith discontinue the offer and sale of
Registrable Shares pursuant to the registration statement covering such
Registrable Shares until receipt by the Stockholders and the Stockholder
Affiliates and the Underwriters of the copies of such supplemented or amended
prospectus and, if so directed by Acquiror, the Stockholders and the Stockholder
Affiliates will deliver to Acquiror all copies, other than permanent file copies
then in the Stockholders' and the Stockholder Affiliates' possession, of the
most recent prospectus covering such Registrable Shares at the time of receipt
of such notice. In the event Acquiror shall give such notice, Acquiror shall
extend the 90-day period during which such registration statement shall be
maintained effective as provided in Section 5(a) hereof by the number of days
during the period from and including the date of the giving of such notice to
the date when Acquiror shall make available to the Stockholders such
supplemented or amended prospectus;
(m) Advise the Stockholders, promptly after it shall
receive notice or obtain knowledge thereof, of the issuance of any stop order by
the SEC or any state authority or agency suspending the effectiveness of such
registration statement or the initiation or threatening of any proceeding for
such purpose and promptly use all reasonable efforts to prevent the issuance of
any stop order or to obtain their withdrawal if such stop order should be
issued;
(n) At the request of any underwriter in connection with
an underwritten offering, furnish on the date or dates provided for in the
underwriting agreement: (i) an opinion of counsel, addressed to the
underwriters, covering such customary matters as such underwriters may
reasonably request; and (ii) a comfort letter or letters from the independent
certified public accountants of Acquiror addressed to the underwriters, covering
such customary matters as such underwriters and
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<PAGE> 9
sellers may reasonably request, in which letters such accountants shall state,
without limiting the generality of the foregoing, that they are independent
certified public accountants within the meaning of the Securities Act and that
in the opinion of such accountants the financial statements and other financial
data of Acquiror included in the registration statement, the prospectus, or any
amendment or supplement thereto comply in all material respects with the
applicable accounting requirements of the SEC;
(o) Permit the Stockholders, to the extent the
Stockholders, in the judgment of their counsel, might be deemed to be a "control
person" of Acquiror (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act), to participate in the preparation of such
registration statement and include therein material, furnished to Acquiror in
writing which, in the reasonable judgment of the Stockholders and their counsel
and counsel to Acquiror, is required to be included therein;
(p) If any registration statement refers to any
Stockholder or Stockholder Affiliate by name or otherwise as the holder of any
securities of Acquiror, and if such Stockholder reasonably believes he or she is
or may be deemed to be a control person in relation to Acquiror, then the
Stockholder shall have the right to require (i) insertion in such registration
statement of language, in form and substance reasonably satisfactory to the
Stockholder, to the effect that the ownership by the Stockholder of such
securities is not to be construed as and is not intended to be a recommendation
by the Stockholder of the investment quality of, or the relative merits and
risks attendant to the purchase of, Acquiror's securities covered thereby, and
that such ownership does not imply that the Stockholder will assist in meeting
any future financial or operating requirements of Acquiror, or (ii) in the case
where the reference to the Stockholder or Stockholder Affiliate by name or
otherwise is not required by the Securities Act or any similar federal or state
statute then in effect, the deletion of the reference to the Stockholder or
Stockholder Affiliate; and
(q) Cooperate in the marketing efforts of the
underwriters and the Stockholders, including, without limitation, by making
available, as reasonably requested by the underwriters and the Stockholders, the
senior executive officers of Acquiror for attendance at, and active
participation with the underwriters in, informational or so-called "road show"
meetings with prospective purchasers of the Registrable Shares being offered,
including meeting with groups of such purchasers or with individual purchasers,
providing information and answering questions about Acquiror at such meetings,
and traveling to locations in the United States and abroad as reasonably
selected by the underwriters.
6. Registration Expenses. All expenses of Acquiror
incident to Acquiror's performance of or compliance with this Agreement,
including, without limitation, all registration and filing fees, fees and
expenses of compliance with securities or blue sky laws, all fees and expenses
associated with listing securities on exchanges or Nasdaq, all fees and other
expenses associated with filings with the NASD (including, if required, the fees
and expenses of any "qualified independent underwriter" and its counsel)
printing expenses, messenger and delivery expenses, and fees and
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disbursements of counsel for Acquiror and its independent certified public
accountants (and the expenses of any special audits or reviews performed by such
accountants required by or incidental to such performance and compliance),
underwriters (excluding discounts and commissions attributable to the securities
included in such registration) and other Persons retained by Acquiror (all such
expenses being herein called "Registration Expenses"), will be borne by
Acquiror. In addition, Acquiror will pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit or
quarterly review, and the expense of any liability insurance obtained by
Acquiror. Registration Expenses shall expressly exclude fees and disbursements
of counsel to the Stockholders.
7. Indemnification and Contribution.
(a) Acquiror agrees to indemnify the Stockholders, their
officers and trustees against all losses, claims, damages, liabilities and
expenses (including, without limitation, reasonable attorneys' fees except as
limited by Section 7(c)) caused by any untrue or alleged untrue statement of a
material fact contained in any registration statement, prospectus or preliminary
prospectus relating to the Registrable Shares or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as the same are caused by or contained in or based
upon any information furnished in writing to Acquiror by the Stockholders or any
underwriter expressly for use therein or by the Stockholders' or underwriter's
failure to deliver a copy of the registration statement or prospectus or any
amendments or supplements thereto after Acquiror has furnished the Stockholders
or underwriter with a sufficient number of copies of the same. In connection
with an underwritten offering, Acquiror will indemnify such underwriters, their
officers and directors and each Person who controls such underwriters (within
the meaning of the Securities Act) to the same extent as provided above with
respect to the indemnification of the Stockholders. In connection with an
underwritten offering, the underwriters shall be required to agree to indemnify
the Stockholders, their officers and trustees, and Acquiror, its officers and
directors and each Person who controls Acquiror (within the meaning of the
Securities Act) to the same extent as Acquiror agrees to indemnify such
underwriters in this Section 7(a), but only as to statements contained in or
omitted from any registration statement, prospectus or preliminary prospectus or
any amendment thereof or supplement thereto in reliance upon written information
furnished to Acquiror by such underwriters for use in the preparation thereof.
The reimbursements required by this Section 7(a) will be made by periodic
payments during the course of the investigation or defense, as and when bills
are received or expenses incurred.
(b) In connection with any registration statement in
which the Stockholders are participating, it will furnish to Acquiror in writing
such information, questionnaires and affidavits as Acquiror reasonably requests
for use in connection with any such registration statement or prospectus and
will indemnify Acquiror, its directors and officers and each Person who controls
Acquiror (within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act) against any losses, claims, damages, liabilities
and expenses (including, without limitation, attorneys' fees except
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as limited by Section 7(c)) caused by any untrue or alleged untrue statement of
a material fact contained in any registration statement, prospectus or
preliminary prospectus relating to the Registrable Shares or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or omission is
contained in any information or affidavit so furnished in writing by or on
behalf of the Stockholders. The Stockholders also agree to indemnify and hold
harmless any underwriters of the Registrable Shares, their officers and
directors and each person who controls such underwriters on substantially the
same basis as that of the indemnification of Acquiror provided in this Section
7(b).
(c) Any Person entitled to indemnification hereunder will
(i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification and (ii) unless in such indemnified
party's reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim.
(d) The indemnification provided for under this Agreement
will remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director or controlling
Person of such indemnified party and will survive the transfer of securities.
Acquiror also agrees to make such provisions as are reasonably requested by any
indemnified party for contribution to such party in the event Acquiror's
indemnification is unavailable for any reason.
(e) If the indemnification from the indemnifying party as
provided in this Section 7 is unavailable or is otherwise insufficient to hold
harmless any Person entitled to indemnification in respect of any losses,
claims, damages, liabilities or expenses referred to therein, then the
indemnifying party shall, to the fullest extent permitted by law, contribute to
the amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and the Person entitled to
indemnification in connection with the actions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, has been made, or relates to
information supplied by such indemnifying party, and the parties, relative
intent, knowledge, access to information and opportunity to correct or prevent
such action. The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and expenses referred to above shall be deemed to
include any legal or other fees or expenses reasonably incurred by such party in
connection with any investigation or
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preceding. The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 7(e) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in this Section 7(e). No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.
8. Compliance with Rule 144. At the request of the
Stockholders, Acquiror will (i) forthwith furnish a written statement of its
compliance with the filing requirements of the SEC as set forth in Rule 144 or
any similar rules or regulations hereafter adopted by the SEC as such may be
amended from time to time, (ii) make available to the public and the
Stockholders such information and (iii) take such further actions as the
Stockholders shall reasonably request as will enable the Stockholders to be
permitted to make sales pursuant to Rule 144 or such similar rules and
regulations. All sales of Registrable Shares by the Stockholders must be
effected in compliance with applicable law.
9. Participation in Underwritten Registrations. The
Stockholders and Stockholder Affiliates may not participate in any registration
hereunder which is underwritten unless they (a) agree to sell Registrable Shares
on the basis provided in any underwriting arrangements approved by the Person or
Persons entitled hereunder to approve such arrangements, (b) complete and
execute all questionnaires, powers of attorney, custody agreements, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements, and (c) furnish in writing to Acquiror such
information regarding the Stockholders and Stockholder Affiliates, the plan of
distribution of the Registrable Shares and other information as Acquiror may
from time to time reasonably request or as may be legally required in connection
with such registration.
10. 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) Successors and Assigns. This Agreement shall bind and
inure to the benefit of Acquiror and each Stockholder and each other Person who
shall become a registered holder of Registrable Shares and their respective
successors, heirs, personal representatives and permitted assigns.
(c) Amendments, Waivers, Etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated with
respect to any one or more
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Stockholders, except upon the execution and delivery of a written agreement
executed by the relevant parties hereto.
(d) 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 communications hereunder shall be delivered to
the respective parties at the following addresses:
If to Stockholders: c/o Pulitzer Publishing Company
900 North Tucker Boulevard
St. Louis, Missouri 63101
If to Acquiror: Hearst-Argyle Television, Inc.
959 Eighth Avenue
New York, New York 10106
(212) 489-2314 (telecopier)
Attention: Dean H. Blythe
Copy to: Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
(212) 878-8375 (telecopier)
Attention: Steven A. Hobbs, 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.
(e) Severability. Whenever possible, each provision or
portion of any provision of this Agreement will be interpreted in such manner as
to be effective 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.
(f) 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
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<PAGE> 14
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.
(g) 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.
(h) 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.
(i) 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.
(j) 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.
(k) 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.
(l) 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.
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October 23 , 1998
Page 2
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IN WITNESS WHEREOF, Acquiror and each Stockholder have caused
this Agreement to be duly executed as of the day and year first above written.
HEARST-ARGYLE TELEVISION, INC.
By: /s/ Dean H. Blythe
-----------------------------------
Name: Dean H. Blythe
Title: Secretary
/s/ Emily Rauh Pulitzer
-----------------------------------
Emily Rauh Pulitzer
/s/ David E. Moore
-----------------------------------
David E. Moore
/s/ Michael E. Pulitzer
-----------------------------------
Michael E. Pulitzer
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