<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 24)*
HEARST-ARGYLE TELEVISION, INC.
(Name of Issuer)
SERIES A COMMON STOCK
(Title of Class of Securities)
422317 10 7
(CUSIP Number)
JODIE W. KING, ESQ.
THE HEARST CORPORATION
959 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
(212) 649-2025
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPY TO:
STEVEN A. HOBBS, ESQ.
BONNIE A. BARSAMIAN, ESQ.
ROGERS & WELLS, LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
SEPTEMBER 22, 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. [ ]
(Continued on following pages)
<PAGE> 2
CUSIP No. 422317 10 7 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
HEARST BROADCASTING, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. SOLE VOTING POWER
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 53,001,390
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER
53,001,390
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,001,390
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.08%
14. TYPE OF REPORTING PERSON
CO
2
<PAGE> 3
CUSIP No. 422317 10 7 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
THE HEARST CORPORATION
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. SOLE VOTING POWER
NUMBER OF 8. SHARED VOTING POWER
SHARES 53,001,390
BENEFICIALLY
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 53,001,390
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,001,390
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.08%
14. TYPE OF REPORTING PERSON
CO
3
<PAGE> 4
CUSIP No. 422317 10 7 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
THE HEARST FAMILY TRUST
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
7. SOLE VOTING POWER
NUMBER OF 8. SHARED VOTING POWER
SHARES 53,001,390
BENEFICIALLY
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 53,001,390
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,001,390
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.08%
14. TYPE OF REPORTING PERSON
OO (Testamentary Trust)
4
<PAGE> 5
SCHEDULE 13D
This Amendment No. 24, which relates to shares of Series A Common
Stock, $0.01 par value per share ("Series A Common Stock"), of Hearst-Argyle
Television, Inc., a Delaware corporation (the "Issuer"), and is being filed
jointly by The Hearst Corporation, a Delaware corporation ("Hearst"), Hearst
Broadcasting, Inc., a Delaware corporation ("Hearst Broadcasting") and
wholly-owned subsidiary of Hearst, and The Hearst Family Trust, a testamentary
trust (the "Trust," and together with Hearst and Hearst Broadcasting, the
"Reporting Persons"), supplements and amends the statement on Schedule 13D
originally filed with the Commission on April 4, 1997 (as amended, the
"Statement").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate amount of funds used by Hearst Broadcasting to acquire
the shares reported in Item 5(c) was $16,439,065.25. Hearst Broadcasting used
its working capital to make such purchases.
ITEM 4. PURPOSE OF THE TRANSACTION.
Hearst Broadcasting purchased the additional Securities reported in
Item 5(c) of this Statement in order to increase its equity interest in the
Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) As of September 22, 1999 the Reporting Persons owned
11,702,742 shares of Series A Common Stock of the Issuer and 41,298,648 shares
of Series B Common Stock of the Issuer (collectively, the "Securities"). Each
share of Series B Common Stock of the Issuer is immediately convertible into
one share of Series A Common Stock of the Issuer. Therefore, the 41,298,648
shares of Series B Common Stock owned directly by Hearst Broadcasting
represent, if converted, 41,298,648 shares of Series A Common Stock of the
Issuer. Under the definition of "beneficial ownership" as set forth in Rule
13d-3 of the Exchange Act, Hearst Broadcasting, Hearst and the Trust are deemed
to have beneficial ownership of each of the combined 53,001,390 shares of the
Securities. The Trust, as the owner of all of Hearst's issued and outstanding
common stock, may be deemed to have the power to direct the voting of and
disposition of the Securities. Hearst, as the owner of all of Hearst
Broadcasting's issued and outstanding common stock, may be deemed to have the
power to direct the voting of and disposition of the Securities. As a result,
Hearst Broadcasting, Hearst and the Trust may be deemed to share the power to
direct the voting of and the disposition of the Securities. The Securities
constitute approximately 57.08% of the combined shares of Series A Common Stock
and Series B Common Stock outstanding of the Issuer, based on the number of
outstanding shares as of the date hereof, provided to the Reporting Persons by
the Issuer.
<PAGE> 6
(c) Since filing Amendment No. 23 to the Statement, Hearst Broadcasting
has made the following purchases of Series A Common Stock of the Issuer
pursuant to open market transactions:
<TABLE>
<CAPTION>
DATE # OF SHARES PRICE PER SHARE COST
---- ----------- --------------- ----
<S> <C> <C> <C>
07/14/99 31,400 $25.8750 $814,045.00
07/23/99 22,400 24.5000 549,696.00
07/23/99 12,000 24.6250 295,980.00
07/23/99 3,000 24.7500 74,370.00
07/23/99 600 24.8126 14,911.50
07/23/99 12,000 24.8750 298,980.00
07/26/99 7,000 24.7500 173,530.00
07/29/99 1,500 25.0000 37,560.00
07/29/99 200 24.8750 4,983.00
07/30/99 600 24.8125 14,911.50
07/30/99 16,300 24.8750 406,114.50
08/25/99 45,000 24.8750 1,121,175.00
08/27/99 5,000 24.8750 124,375.00
09/20/99 20,000 24.9375 499,550.00
09/21/99 84,200 24.2500 2,045,218.00
09/21/99 400 24.6250 9,866.00
09/21/99 50,300 24.7500 1,246,937.00
09/22/99 5,000 23.0000 115,200.00
09/22/99 1,300 23.1250 30,114.50
09/22/99 300 23.3750 7,024.50
09/22/99 58,500 23.5000 1,377,090.00
09/22/99 30,000 24.0000 721,200.00
09/22/99 10,000 24.3125 243,525.00
09/22/99 20,000 24.3750 488,300.00
9/23/99 500 23.4375 11,738.75
9/23/99 243,000 23.0000 5,598,720.00
</TABLE>
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<TABLE>
<CAPTION>
DATE # OF SHARES PRICE PER SHARE COST
---- ----------- --------------- ----
<S> <C> <C> <C>
9/23/99 5,000 22.7500 113,950.00
----- ----------
Total 685,500 16,439,065.25
======= =============
</TABLE>
<PAGE> 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 24, 1999
HEARST BROADCASTING, INC.
By: /s/ JODIE W. KING
-----------------------
Name: Jodie W. King
Title: Vice President
<PAGE> 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: September 24, 1999
THE HEARST CORPORATION
By: /s/ JODIE W. KING
--------------------------
Name: Jodie W. King
Title: Vice President
<PAGE> 10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 24, 1999
THE HEARST FAMILY TRUST
By: /s/ MARK MILLER
---------------------------------
Name: Mark Miller
Title: Trustee
