<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. 29)*
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
APRIL 20, 2000
(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)
1
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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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8. SHARED VOTING POWER
58,397,190
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
58,397,190
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,397,190
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.02%
14. TYPE OF REPORTING PERSON CO
2
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CUSIP No. 422317 10 7 13D
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
HEARST HOLDINGS, 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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8. SHARED VOTING POWER
58,397,190
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
58,397,190
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,397,190
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.02%
14. TYPE OF REPORTING PERSON
CO
3
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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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8. SHARED VOTING POWER
58,397,190
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
58,397,190
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,397,190
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.02%
14. TYPE OF REPORTING PERSON
CO
4
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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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8. SHARED VOTING POWER
58,397,190
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
58,397,190
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,397,190
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.02%
14. TYPE OF REPORTING PERSON
OO (Testamentary Trust)
5
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SCHEDULE 13D
This Amendment No. 29, 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
Holdings, Inc., a Delaware corporation ("Hearst Holdings") and wholly-owned
subsidiary of Hearst, Hearst Broadcasting, Inc., a Delaware corporation ("Hearst
Broadcasting") and wholly-owned subsidiary of Hearst Holdings, and The Hearst
Family Trust, a testamentary trust (the "Trust," and together with Hearst,
Hearst Holdings 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 $71,259,333.50. 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 April 20, 2000 the Reporting Persons owned 17,098,542
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 Holdings, Hearst and the Trust are deemed to have
beneficial ownership of each of the combined 58,397,190 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 Holdings'
issued and outstanding common stock, may be deemed to have the power to direct
the voting of and disposition of the Securities. Hearst Holdings, 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 Holdings, 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 63.02% 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.
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(c) Since filing Amendment No. 28 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 ($)
---- ----------- ------------------- --------
<S> <C> <C> <C> <C>
03/01/00 500 20.8750 10,457.50
03/01/00 500 20.9375 10,488.75
03/01/00 2,500 21.0000 52,600.00
03/02/00 5,000 21.3750 107,075.00
03/06/00 90,000 21.0000 1,893,600.00
03/06/00 5,400 20.6250 111,591.00
03/06/00 1,500 20.5625 30,903.75
03/06/00 1,000 20.3125 20,352.50
03/07/00 2,300 20.7500 47,817.00
03/07/00 1,500 20.8125 31,278.75
03/07/00 10,000 21.0000 210,400.00
03/08/00 6,900 21.0000 145,176.00
03/10/00 700 20.8750 14,640.50
03/10/00 500 20.9375 10,488.75
03/13/00 1,400 21.0000 29,456.00
03/15/00 265,600 21.0000 5,588,224.00
03/22/00 50,000 22.6250 1,131,250.00
03/22/00 10,000 21.7500 217,500.00
04/19/00 1,300 20.7500 27,027.00
04/19/00 2,000 20.8125 41,705.00
04/19/00 800 20.9375 16,782.00
04/19/00 500 21.0000 10,520.00
--------- --------------
Total 459,900 9,759,333.50
--------- --------------
</TABLE>
7
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Since filing Amendment No. 28 to the Statement, Hearst Broadcasting has
made the following purchase of Series A Common Stock of the Issuer pursuant to a
privately negotiated transaction:
<TABLE>
<CAPTION>
DATE # OF SHARES PRICE PER SHARE ($) COST ($)
<S> <C> <C> <C>
04/20/00 3,000,000 20.5000 61,500,000.00
Total 3,000,000 61,500,000.00
--------- -------------
Combined Total 3,459,900 71,259,333.50
========= =============
</TABLE>
8
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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: April 25, 2000
HEARST BROADCASTING, INC.
By: /s/ Jodie W. King
----------------------------
Name: Jodie W. King
Title: Vice President
9
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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: April 25, 2000
HEARST HOLDINGS, INC.
By: /s/ Jodie W. King
----------------------------
Name: Jodie W. King
Title: Vice President
10
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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: April 25, 2000
THE HEARST CORPORATION
By: /s/ Jodie W. King
--------------------------
Name: Jodie W. King
Title: Vice President
11
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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: April 25, 2000
THE HEARST FAMILY TRUST
By: /s/ Mark F. Miller
------------------------
Name: Mark F. Miller
Title: Trustee
12
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SCHEDULE I
INFORMATION REGARDING THE DIRECTORS AND
EXECUTIVE OFFICERS OF HEARST, HEARST BROADCASTING AND
HEARST HOLDINGS AND TRUSTEES OF THE HEARST FAMILY TRUST
Set forth in the table below is the name and the present principal occupation or
employment of each director and executive officer of Hearst, Hearst Broadcasting
and Hearst Holdings. Unless otherwise indicated, each person identified below is
employed by Hearst Communications, Inc., an indirect, wholly-owned subsidiary of
Hearst, and may perform services for Hearst or one of Hearst's other
wholly-owned subsidiaries. The principal business address of Hearst, Hearst
Broadcasting, Hearst Holdings and Hearst Communications, Inc. and, unless
otherwise indicated, each person identified below, is 959 Eighth Avenue, New
York, New York 10019. The principal business address of the Trust is 888 Seventh
Avenue, New York, New York 10106. Trustees of the Trust are identified by an
asterisk ("*"). Unless otherwise indicated, all persons identified below are
United States citizens.
<TABLE>
<CAPTION>
Present Office/Principal
Name Occupation or Employment
- ---- ------------------------
<S> <C>
HEARST
George R. Hearst, Jr.* Chairman of the Board, Chairman of Executive Committee, Director
Frank A. Bennack, Jr.* President and Chief Executive Officer, Director
Victor F. Ganzi* Executive Vice President and Chief Operating Officer, Director
James M. Asher Senior Vice President, Chief Legal and Development Officer
Cathleen P. Black Senior Vice President, Director; President: Hearst Magazines
Division, Hearst Communications, Inc.
John G. Conomikes* Senior Vice President, Director
Ronald J. Doerfler Senior Vice President, Chief Financial Officer and Treasurer
George B. Irish Senior Vice President, Director; President: Hearst Newspapers
Division, Hearst Communications, Inc.
Raymond E. Joslin Senior Vice President, Director; President: Hearst Entertainment
and Syndication Group Administration Division, Hearst
Communications, Inc.
David J. Barrett (1) Director; President and Co-Chief Executive Officer: Hearst-Argyle
Television, Inc.
Millicent H. Boudjakdji* Director
</TABLE>
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<TABLE>
<S> <C>
Richard E. Deems* (2) Director
Austin Hearst (3) Director; Vice President: Hearst Entertainment Distribution
Division, Hearst Entertainment, Inc.
John R. Hearst, Jr.* Director
Randolph A. Hearst* Director
William R. Hearst, III* (4) Director; Partner: Kleiner, Perkins, Caufield & Byers
Harvey L. Lipton* (2) Director
Terence G. Mansfield (5)(6) Director, Vice President; Managing Director: The National Magazine
Co., Ltd.
Gilbert C. Maurer* (2) Director
Mark F. Miller* Director, Vice President; Executive Vice President: Hearst
Magazines Division, Hearst Communications, Inc.
Raymond J. Petersen* Director; Executive Vice President: Hearst Magazines Division,
Hearst Communications, Inc.
Virginia Hearst Randt Director
George J. Green Vice President; President: Hearst Magazines International Division,
Hearst Communications, Inc.
Thomas J. Hughes Vice President
Jodie W. King Vice President and Secretary
Richard P. Malloch Vice President; President: Hearst Business Media Group
Administrative Division, Hearst Communications, Inc.
Bruce L. Paisner (3) Vice President; Executive Vice President: Hearst Entertainment and
Syndication Group Administrative Division, Hearst Communications,
Inc.
Debra Shriver Vice President
Alfred C. Sikes Vice President; President: Hearst Interactive Media Division,
Hearst Communications, Inc.
Jonathan E. Thackeray Vice President
</TABLE>
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<TABLE>
<CAPTION>
HEARST BROADCASTING
<S> <C>
John G. Conomikes* President, Director
David J. Barrett (1) Vice President, Director; President and Co-Chief Executive Officer:
Hearst-Argyle Television, Inc.(2)
Ronald J. Doerfler Vice President, Treasurer
Victor F. Ganzi* Vice President, Director
Jodie W. King Vice President, Secretary
Frank A. Bennack, Jr.* Director
George R. Hearst, Jr.* Director
William R. Hearst, III* (4) Director; Partner: Kleiner, Perkins, Caufield & Byers(4)
Gilbert C. Maurer* (2) Director
Virginia Hearst Randt Director
HEARST HOLDINGS
George R. Hearst, Jr.* Chairman of the Board, Chairman of Executive Committee, Director
Frank A. Bennack, Jr.* President and Chief Executive Officer, Director
Victor F. Ganzi* Executive Vice President and Chief Operating Officer, Director
James M. Asher Senior Vice President, Chief Legal and Development Officer
Cathleen P. Black Senior Vice President, Director; President: Hearst Magazines
Division, Hearst Communications, Inc.
John G. Conomikes* Senior Vice President, Director
Ronald J. Doerfler Senior Vice President, Chief Financial Officer and Treasurer
George B. Irish Senior Vice President, Director; President: Hearst Newspapers
Division, Hearst Communications, Inc.
Raymond E. Joslin Senior Vice President, Director; President: Hearst Entertainment
Syndication Group Administrative Division, Hearst Communications,
Inc.
</TABLE>
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<TABLE>
<S> <C>
David J. Barrett (1) Director; President and Co-Chief Executive Officer: Hearst-Argyle
Television, Inc.
Millicent H. Boudjakdji* Director
Richard E. Deems* (2) Director
George J. Green Vice President; President: Hearst Magazines International Division,
Hearst Communications, Inc.
Austin Hearst (3) Director; Vice President: Hearst Entertainment Distribution
Division, Hearst Entertainment, Inc.
John R. Hearst, Jr.* Director
Randolph A. Hearst* Director
William R. Hearst, III* (4) Director; Partner: Kleiner, Perkins, Caufield & Byers
Harvey L. Lipton* (2) Director
Terence G. Mansfield (5)(6) Director, Vice President; Managing Director: The National Magazine,
Co., Ltd.
Gilbert C. Maurer* (2) Director
Mark F. Miller* Director, Vice President; Executive Vice President: Hearst
Magazines Division, Hearst Communications, Inc.
Raymond J. Petersen* Director; Executive Vice President: Hearst Magazines Division,
Hearst Communications, Inc.
Virginia Hearst Randt Director
Thomas J. Hughes Vice President
Jodie W. King Vice President and Secretary
Richard P. Malloch Vice President
Bruce L. Paisner (3) Vice President; Executive Vice President: Hearst Entertainment and
Syndication Group Administrative Division, Hearst Communications,
Inc.
Debra Shriver Vice President
Alfred C. Sikes Vice President; President: Hearst Interactive Media Division,
Hearst Communications, Inc.
Jonathan E. Thackeray Vice President
(1) 888 Seventh Avenue
New York, NY 10106
(2) Self-employed, non-employed or retired
(3) 235 E. 45th Street
New York, NY 10017
(4) 2750 Sand Hill Road
Menlo Park, CA 94025
(5) U.K. Citizen
(6) National Magazine House
72 Broadwick Street
London, England NIV 2BP
</TABLE>
16
