Schedule 13d
| Filed by: | HEARST BROADCASTING INC |
| Subject Company: | HEARST ARGYLE TV |
| Filed as of Date: | 04/07/2008 |
| View Original Filing on Edgar's | |
UNITED STATES
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. 61)
HEARST-ARGYLE TELEVISION, INC.
(Name of Issuer)
SERIES A COMMON STOCK
(Title of Class of Securities)
422317 10 7
(CUSIP Number)
Eve B. Burton
The Hearst Corporation
300 West 57th Street
New York, New York 10019
(212) 649-2045
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Richard D. Pritz, Esq.
Kathleen L. Werner, Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
(212) 878-8000
April 3, 2008
(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. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
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CUSIP No. 422317 10 7 |
13D |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
HEARST BROADCASTING, INC. |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)o (b)o |
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3. |
SEC USE ONLY
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4. |
SOURCE OF FUNDS WC |
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER |
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8. |
SHARED VOTING POWER 72,369,957 |
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9. |
SOLE DISPOSITIVE POWER
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10. |
SHARED DISPOSITIVE POWER 72,369,957 |
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,369,957 |
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.3% |
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14. |
TYPE OF REPORTING PERSON CO |
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3
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CUSIP No. 422317 10 7 |
13D |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
HEARST HOLDINGS, INC. |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)o (b)o |
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3. |
SEC USE ONLY
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4. |
SOURCE OF FUNDS WC |
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER |
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8. |
SHARED VOTING POWER 72,369,957 |
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9. |
SOLE DISPOSITIVE POWER
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10. |
SHARED DISPOSITIVE POWER 72,369,957 |
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,369,957 |
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.3% |
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14. |
TYPE OF REPORTING PERSON CO |
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4
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CUSIP No. 422317 10 7 |
13D |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
THE HEARST CORPORATION |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)o (b)o |
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3. |
SEC USE ONLY
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4. |
SOURCE OF FUNDS WC |
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER |
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8. |
SHARED VOTING POWER 72,369,957 |
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|
9. |
SOLE DISPOSITIVE POWER
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10. |
SHARED DISPOSITIVE POWER 72,369,957 |
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,369,957 |
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.3% |
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14. |
TYPE OF REPORTING PERSON CO |
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5
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CUSIP No. 422317 10 7 |
13D |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
THE HEARST FAMILY TRUST |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)o (b)o |
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3. |
SEC USE ONLY
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4. |
SOURCE OF FUNDS WC |
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o |
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
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8. |
SHARED VOTING POWER 72,369,957 |
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|
9. |
SOLE DISPOSITIVE POWER
|
|||
|
|
10. |
SHARED DISPOSITIVE POWER 72,369,957 |
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,369,957 |
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|
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.3% |
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14. |
TYPE OF REPORTING PERSON OO (Testamentary Trust) |
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6
SCHEDULE 13D
This Amendment No. 61 on Schedule 13D (the "Schedule 13D") relating 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"), 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"), and supplements and amends the statement on Schedule 13D originally filed with the Commission on April 4, 1997 (as amended, the "Statement"). Amendments No. 51 through 55 were filed as part of a Schedule TO-T, originally filed on September 14, 2007, and amended on September 20, 2007, September 25, 2007, October 3, 2007 and October 15, 2007.
Item 2. Identity and Background.
Item 2 is amended as follows:
Schedule I hereto sets forth the name, business address and present principal occupation or employment and address of any corporation or other organization in which such employment is conducted, for each of the directors and executive officers of Hearst, Hearst Holdings and Hearst Broadcasting and the trustees of the Trust. Schedule I also sets forth the citizenship of each of the directors and executive officers of Hearst, Hearst Holdings and Hearst Broadcasting and the trustees of the Trust.
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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 $10,620,877. Hearst Broadcasting used its working capital and the working capital of one or more of its affiliates to make such purchases.
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Item 4. |
Purpose of Transaction. |
Hearst Broadcasting purchased additional Securities, as reported in Item 5(c) of this Statement, in order to increase its equity interest in the Issuer. See also Item 6.
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Item 5. |
Interest in Securities of the Issuer. |
(a) and (b) As of April 3, 2008, the Reporting Persons owned 30,085,178 shares of Series A Common Stock of the Issuer, 41,298,648 shares of Series B Common Stock and 500,000 of the Series B Preferred Securities (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. Each of the Series B Preferred Securities are convertible at the option of Hearst Broadcasting into Series B Subordinated Debentures, on a one-for-one basis. Following such conversion, the Series B Subordinated Debentures are required under the terms thereof to be converted into 986,131 shares of Series A Common Stock. 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 the Securities and the underlying Series A Common Stock. 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
7
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. If Hearst Broadcasting were to convert all of its convertible Securities, Hearst Broadcasting would own an approximately 76.3% ownership interest in the Issuer (on a fully diluted basis) based on the combined number of 93,903,564 outstanding shares of Class A Common Stock and Class B Common Stock reported by the Issuer as being outstanding as of March 21, 2008, as per the definitive proxy statement filed by the Issuer with the Securities and Exchange Commission on April 4, 2008.
(c) Since filing Amendment No. 60 to the Statement, Hearst Broadcasting purchased 504,470 shares of Series A Common Stock of the Issuer pursuant to open-market purchases conducted under a “written plan for trading securities” within the meaning of Rule 10b5-1 promulgated under the Securities and Exchange Act of 1934, as amended. Further details regarding these purchases are set forth below.
|
Date |
# of Shares |
Price |
Cost ($) |
|
3/11/2008 |
1,100 |
21.22 |
23,342.00 |
|
3/11/2008 |
2,000 |
21.23 |
42,460.00 |
|
3/11/2008 |
3,400 |
21.25 |
72,250.00 |
|
3/11/2008 |
3,400 |
21.26 |
72,284.00 |
|
3/11/2008 |
4,600 |
21.27 |
97,842.00 |
|
3/11/2008 |
4,000 |
21.28 |
85,120.00 |
|
3/11/2008 |
2,000 |
21.29 |
42,580.00 |
|
3/11/2008 |
5,500 |
21.30 |
117,150.00 |
|
|
|
|
|
|
3/12/2008 |
200 |
21.11 |
4,222.00 |
|
3/12/2008 |
2,000 |
21.13 |
42,260.00 |
|
3/12/2008 |
1,000 |
21.17 |
21,170.00 |
|
3/12/2008 |
3,900 |
21.43 |
83,577.00 |
|
3/12/2008 |
7,600 |
21.44 |
162,944.00 |
|
3/12/2008 |
4,100 |
21.45 |
87,945.00 |
|
3/12/2008 |
800 |
21.46 |
17,168.00 |
|
3/12/2008 |
2,000 |
21.47 |
42,940.00 |
|
3/12/2008 |
2,400 |
21.48 |
51,552.00 |
|
3/12/2008 |
1,000 |
21.50 |
21,500.00 |
|
3/12/2008 |
1,000 |
21.52 |
21,520.00 |
|
|
|
|
|
|
3/13/2008 |
18,600 |
21.30 |
396,180.00 |
|
3/13/2008 |
1,400 |
21.40 |
29,960.00 |
|
3/13/2008 |
5,700 |
21.44 |
122,208.00 |
|
3/13/2008 |
300 |
21.45 |
6,435.00 |
8
|
3/14/2008 |
100 |
21.02 |
2,102.00 |
|
3/14/2008 |
300 |
21.05 |
6,315.00 |
|
3/14/2008 |
200 |
21.06 |
4,212.00 |
|
3/14/2008 |
300 |
21.08 |
6,324.00 |
|
3/14/2008 |
200 |
21.09 |
4,218.00 |
|
3/14/2008 |
100 |
21.10 |
2,110.00 |
|
3/14/2008 |
100 |
21.11 |
2,111.00 |
|
3/14/2008 |
100 |
21.13 |
2,113.00 |
|
3/14/2008 |
400 |
21.14 |
8,456.00 |
|
3/14/2008 |
600 |
21.15 |
12,690.00 |
|
3/14/2008 |
400 |
21.16 |
8,464.00 |
|
3/14/2008 |
900 |
21.17 |
19,053.00 |
|
3/14/2008 |
200 |
21.18 |
4,236.00 |
|
3/14/2008 |
200 |
21.19 |
4,238.00 |
|
3/14/2008 |
200 |
21.20 |
4,240.00 |
|
3/14/2008 |
100 |
21.23 |
2,123.00 |
|
3/14/2008 |
200 |
21.24 |
4,248.00 |
|
3/14/2008 |
2,300 |
21.25 |
48,875.00 |
|
3/14/2008 |
200 |
21.26 |
4,252.00 |
|
3/14/2008 |
300 |
21.27 |
6,381.00 |
|
3/14/2008 |
1,600 |
21.28 |
34,048.00 |
|
3/14/2008 |
500 |
21.29 |
10,645.00 |
|
3/14/2008 |
500 |
21.30 |
10,650.00 |
|
3/14/2008 |
300 |
21.31 |
6,393.00 |
|
3/14/2008 |
1,500 |
21.32 |
31,980.00 |
|
3/14/2008 |
500 |
21.33 |
10,665.00 |
|
3/14/2008 |
200 |
21.34 |
4,268.00 |
|
3/14/2008 |
300 |
21.35 |
6,405.00 |
|
3/14/2008 |
100 |
21.36 |
2,136.00 |
|
3/14/2008 |
1,100 |
21.38 |
23,518.00 |
|
3/14/2008 |
300 |
21.39 |
6,417.00 |
|
3/14/2008 |
6,000 |
21.40 |
128,400.00 |
|
3/14/2008 |
100 |
21.41 |
2,141.00 |
|
3/14/2008 |
5,100 |
21.43 |
109,293.00 |
|
3/14/2008 |
100 |
21.55 |
2,155.00 |
|
3/14/2008 |
400 |
21.65 |
8,660.00 |
9
|
|
|
|
|
|
3/17/2008 |
300 |
20.85 |
6,255.00 |
|
3/17/2008 |
2,200 |
20.87 |
45,914.00 |
|
3/17/2008 |
4,700 |
20.90 |
98,230.00 |
|
3/17/2008 |
2,200 |
20.91 |
46,002.00 |
|
3/17/2008 |
2,500 |
20.92 |
52,300.00 |
|
3/17/2008 |
7,800 |
20.93 |
163,254.00 |
|
3/17/2008 |
3,500 |
20.94 |
73,290.00 |
|
3/17/2008 |
10,500 |
20.95 |
219,975.00 |
|
3/17/2008 |
2,000 |
20.96 |
41,920.00 |
|
3/17/2008 |
2,000 |
20.98 |
41,960.00 |
|
3/17/2008 |
2,500 |
21.00 |
52,500.00 |
|
|
|
|
|
|
3/18/2008 |
12,600 |
21.00 |
264,600.00 |
|
3/18/2008 |
2,000 |
21.09 |
42,180.00 |
|
3/18/2008 |
2,000 |
21.10 |
42,200.00 |
|
3/18/2008 |
4,000 |
21.11 |
84,440.00 |
|
3/18/2008 |
5,000 |
21.12 |
105,600.00 |
|
3/18/2008 |
2,600 |
21.13 |
54,938.00 |
|
|
|
|
|
|
3/19/2008 |
400 |
21.07 |
8,428.00 |
|
3/19/2008 |
69 |
21.09 |
1,455.21 |
|
3/19/2008 |
1,700 |
21.10 |
35,870.00 |
|
3/19/2008 |
300 |
21.11 |
6,333.00 |
|
3/19/2008 |
200 |
21.12 |
4,224.00 |
|
3/19/2008 |
700 |
21.14 |
14,798.00 |
|
3/19/2008 |
800 |
21.15 |
16,920.00 |
|
3/19/2008 |
700 |
21.16 |
14,812.00 |
|
3/19/2008 |
900 |
21.17 |
19,053.00 |
|
3/19/2008 |
300 |
21.18 |
6,354.00 |
|
3/19/2008 |
1,300 |
21.19 |
27,547.00 |
|
3/19/2008 |
1,500 |
21.20 |
31,800.00 |
|
3/19/2008 |
1,100 |
21.21 |
23,331.00 |
|
3/19/2008 |
1,701 |
21.22 |
36,095.22 |
|
3/19/2008 |
1,000 |
21.23 |
21,230.00 |
|
3/19/2008 |
100 |
21.25 |
2,125.00 |
10
|
3/19/2008 |
300 |
21.26 |
6,378.00 |
|
3/19/2008 |
500 |
21.27 |
10,635.00 |
|
3/19/2008 |
300 |
21.28 |
6,384.00 |
|
3/19/2008 |
700 |
21.29 |
14,903.00 |
|
3/19/2008 |
300 |
21.30 |
6,390.00 |
|
3/19/2008 |
500 |
21.31 |
10,655.00 |
|
3/19/2008 |
300 |
21.32 |
6,396.00 |
|
3/19/2008 |
600 |
21.33 |
12,798.00 |
|
3/19/2008 |
1,800 |
21.34 |
38,412.00 |
|
3/19/2008 |
900 |
21.35 |
19,215.00 |
|
3/19/2008 |
1,100 |
21.36 |
23,496.00 |
|
3/19/2008 |
500 |
21.38 |
10,690.00 |
|
3/19/2008 |
200 |
21.39 |
4,278.00 |
|
3/19/2008 |
200 |
21.43 |
4,286.00 |
|
3/19/2008 |
100 |
21.44 |
2,144.00 |
|
3/19/2008 |
500 |
21.45 |
10,725.00 |
|
3/19/2008 |
900 |
21.46 |
19,314.00 |
|
3/19/2008 |
200 |
21.47 |
4,294.00 |
|
3/19/2008 |
400 |
21.48 |
8,592.00 |
|
3/19/2008 |
100 |
21.49 |
2,149.00 |
|
3/19/2008 |
800 |
21.50 |
17,200.00 |
|
3/19/2008 |
500 |
21.51 |
10,755.00 |
|
3/19/2008 |
800 |
21.52 |
17,216.00 |
|
3/19/2008 |
1,500 |
21.53 |
32,295.00 |
|
|
|
|
|
|
3/20/2008 |
200 |
20.71 |
4,142.00 |
|
3/20/2008 |
200 |
20.72 |
4,144.00 |
|
3/20/2008 |
200 |
20.73 |
4,146.00 |
|
3/20/2008 |
700 |
20.75 |
14,525.00 |
|
3/20/2008 |
2,200 |
20.76 |
45,672.00 |
|
3/20/2008 |
900 |
20.77 |
18,693.00 |
|
3/20/2008 |
1,100 |
20.78 |
22,858.00 |
|
3/20/2008 |
1,400 |
20.79 |
29,106.00 |
|
3/20/2008 |
100 |
20.80 |
2,080.00 |
|
3/20/2008 |
900 |
20.81 |
18,729.00 |
|
3/20/2008 |
200 |
20.83 |
4,166.00 |
11
|
3/20/2008 |
200 |
20.89 |
4,178.00 |
|
3/20/2008 |
3,500 |
20.90 |
73,150.00 |
|
3/20/2008 |
1,600 |
20.91 |
33,456.00 |
|
3/20/2008 |
200 |
20.92 |
4,184.00 |
|
3/20/2008 |
1,400 |
20.95 |
29,330.00 |
|
3/20/2008 |
2,300 |
20.96 |
48,208.00 |
|
3/20/2008 |
1,200 |
20.97 |
25,164.00 |
|
3/20/2008 |
2,900 |
20.98 |
60,842.00 |
|
3/20/2008 |
2,800 |
20.99 |
58,772.00 |
|
3/20/2008 |
900 |
21.00 |
18,900.00 |
|
3/20/2008 |
1,000 |
21.01 |
21,010.00 |
|
3/20/2008 |
2,400 |
21.02 |
50,448.00 |
|
3/20/2008 |
500 |
21.04 |
10,520.00 |
|
3/20/2008 |
300 |
21.05 |
6,315.00 |
|
3/20/2008 |
200 |
21.06 |
4,212.00 |
|
3/20/2008 |
1,300 |
21.07 |
27,391.00 |
|
3/20/2008 |
600 |
21.16 |
12,696.00 |
|
3/20/2008 |
1,500 |
21.19 |
31,785.00 |
|
3/20/2008 |
1,800 |
21.22 |
38,196.00 |
|
3/20/2008 |
300 |
21.23 |
6,369.00 |
|
3/20/2008 |
1,500 |
21.24 |
31,860.00 |
|
|
|
|
|
|
3/24/2008 |
500 |
20.99 |
10,495.00 |
|
3/24/2008 |
1 |
21.00 |
21.00 |
|
3/24/2008 |
200 |
21.01 |
4,202.00 |
|
3/24/2008 |
100 |
21.03 |
2,103.00 |
|
3/24/2008 |
1,900 |
21.04 |
39,976.00 |
|
3/24/2008 |
2,000 |
21.08 |
42,160.00 |
|
3/24/2008 |
2,000 |
21.09 |
42,180.00 |
|
3/24/2008 |
2,000 |
21.10 |
42,200.00 |
|
3/24/2008 |
2,400 |
21.11 |
50,664.00 |
|
3/24/2008 |
3,400 |
21.15 |
71,910.00 |
|
3/24/2008 |
1,800 |
21.21 |
38,178.00 |
|
3/24/2008 |
2,000 |
21.23 |
42,460.00 |
|
3/24/2008 |
2,200 |
21.24 |
46,728.00 |
|
3/24/2008 |
4,099 |
21.25 |
87,103.75 |
12
|
|
|
|
|
|
3/25/2008 |
700 |
21.11 |
14,777.00 |
|
3/25/2008 |
2,000 |
21.13 |
42,260.00 |
|
3/25/2008 |
2,000 |
21.15 |
42,300.00 |
|
3/25/2008 |
100 |
21.16 |
2,116.00 |
|
3/25/2008 |
500 |
21.18 |
10,590.00 |
|
3/25/2008 |
200 |
21.20 |
4,240.00 |
|
3/25/2008 |
1,300 |
21.24 |
27,612.00 |
|
3/25/2008 |
200 |
21.26 |
4,252.00 |
|
3/25/2008 |
100 |
21.27 |
2,127.00 |
|
3/25/2008 |
2,000 |
21.30 |
42,600.00 |
|
3/25/2008 |
3,400 |
21.31 |
72,454.00 |
|
3/25/2008 |
4,000 |
21.32 |
85,280.00 |
|
3/25/2008 |
7,500 |
21.35 |
160,125.00 |
|
|
|
|
|
|
3/26/2008 |
100 |
21.00 |
2,100.00 |
|
3/26/2008 |
700 |
21.06 |
14,742.00 |
|
3/26/2008 |
1,000 |
21.07 |
21,070.00 |
|
3/26/2008 |
3,800 |
21.08 |
80,104.00 |
|
3/26/2008 |
200 |
21.09 |
4,218.00 |
|
3/26/2008 |
4,000 |
21.10 |
84,400.00 |
|
3/26/2008 |
1,400 |
21.12 |
29,568.00 |
|
3/26/2008 |
2,000 |
21.13 |
42,260.00 |
|
3/26/2008 |
6,000 |
21.15 |
126,900.00 |
|
3/26/2008 |
3,000 |
21.17 |
63,510.00 |
|
3/26/2008 |
1,900 |
21.23 |
40,337.00 |
|
|
|
|
|
|
3/27/2008 |
7,800 |
21.00 |
163,800.00 |
|
3/27/2008 |
5,000 |
21.04 |
105,200.00 |
|
3/27/2008 |
9,000 |
21.05 |
189,450.00 |
|
3/27/2008 |
3,100 |
21.12 |
65,472.00 |
|
3/27/2008 |
2,200 |
21.13 |
46,486.00 |
|
3/27/2008 |
2,000 |
21.14 |
42,280.00 |
|
3/27/2008 |
2,000 |
21.15 |
42,300.00 |
|
3/27/2008 |
700 |
21.18 |
14,826.00 |
|
|
|
|
|
13
|
3/28/2008 |
100 |
20.41 |
2,041.00 |
|
3/28/2008 |
600 |
20.42 |
12,252.00 |
|
3/28/2008 |
600 |
20.43 |
12,258.00 |
|
3/28/2008 |
200 |
20.49 |
4,098.00 |
|
3/28/2008 |
100 |
20.50 |
2,050.00 |
|
3/28/2008 |
200 |
20.51 |
4,102.00 |
|
3/28/2008 |
100 |
20.52 |
2,052.00 |
|
3/28/2008 |
100 |
20.58 |
2,058.00 |
|
3/28/2008 |
200 |
20.59 |
4,118.00 |
|
3/28/2008 |
400 |
20.60 |
8,240.00 |
|
3/28/2008 |
200 |
20.61 |
4,122.00 |
|
3/28/2008 |
200 |
20.64 |
4,128.00 |
|
3/28/2008 |
1,000 |
20.65 |
20,650.00 |
|
3/28/2008 |
2,000 |
20.66 |
41,320.00 |
|
3/28/2008 |
1,700 |
20.67 |
35,139.00 |
|
3/28/2008 |
1,100 |
20.68 |
22,748.00 |
|
3/28/2008 |
700 |
20.69 |
14,483.00 |
|
3/28/2008 |
3,000 |
20.70 |
62,100.00 |
|
3/28/2008 |
2,500 |
20.71 |
51,775.00 |
|
3/28/2008 |
200 |
20.72 |
4,144.00 |
|
3/28/2008 |
600 |
20.73 |
12,438.00 |
|
3/28/2008 |
100 |
20.74 |
2,074.00 |
|
3/28/2008 |
300 |
20.77 |
6,231.00 |
|
3/28/2008 |
400 |
20.78 |
8,312.00 |
|
3/28/2008 |
500 |
20.79 |
10,395.00 |
|
3/28/2008 |
100 |
20.80 |
2,080.00 |
|
3/28/2008 |
300 |
20.81 |
6,243.00 |
|
3/28/2008 |
900 |
20.91 |
18,819.00 |
|
3/28/2008 |
4,300 |
20.99 |
90,257.00 |
|
3/28/2008 |
10,000 |
21.00 |
210,000.00 |
|
3/28/2008 |
4,000 |
21.01 |
84,040.00 |
|
|
|
|
|
|
3/31/2008 |
100 |
20.44 |
2,044.00 |
|
3/31/2008 |
100 |
20.45 |
2,045.00 |
|
3/31/2008 |
500 |
20.46 |
10,230.00 |
|
3/31/2008 |
300 |
20.51 |
6,153.00 |
14
|
3/31/2008 |
300 |
20.52 |
6,156.00 |
|
3/31/2008 |
100 |
20.53 |
2,053.00 |
|
3/31/2008 |
400 |
20.54 |
8,216.00 |
|
3/31/2008 |
100 |
20.55 |
2,055.00 |
|
3/31/2008 |
1,100 |
20.56 |
22,616.00 |
|
3/31/2008 |
500 |
20.57 |
10,285.00 |
|
3/31/2008 |
3,000 |
20.58 |
61,740.00 |
|
3/31/2008 |
2,000 |
20.59 |
41,180.00 |
|
3/31/2008 |
1,100 |
20.60 |
22,660.00 |
|
3/31/2008 |
2,000 |
20.61 |
41,220.00 |
|
3/31/2008 |
7,500 |
20.62 |
154,650.00 |
|
3/31/2008 |
10,400 |
20.63 |
214,552.00 |
|
3/31/2008 |
2,600 |
20.65 |
53,690.00 |
|
|
|
|
|
|
4/1/2008 |
600 |
20.62 |
12,372.00 |
|
4/1/2008 |
2,900 |
20.63 |
59,827.00 |
|
4/1/2008 |
900 |
20.64 |
18,576.00 |
|
4/1/2008 |
2,000 |
20.65 |
41,300.00 |
|
4/1/2008 |
1,500 |
20.75 |
31,125.00 |
|
4/1/2008 |
2,500 |
20.76 |
51,900.00 |
|
4/1/2008 |
2,700 |
20.78 |
56,106.00 |
|
4/1/2008 |
1,800 |
20.79 |
37,422.00 |
|
4/1/2008 |
3,100 |
20.82 |
64,542.00 |
|
4/1/2008 |
9,600 |
20.83 |
199,968.00 |
|
4/1/2008 |
4,500 |
20.84 |
93,780.00 |
|
|
|
|
|
|
4/2/2008 |
2,100 |
20.78 |
43,638.00 |
|
4/2/2008 |
10,100 |
21.00 |
212,100.00 |
|
4/2/2008 |
200 |
21.06 |
4,212.00 |
|
4/2/2008 |
1,500 |
21.07 |
31,605.00 |
|
4/2/2008 |
900 |
21.10 |
18,990.00 |
|
4/2/2008 |
100 |
21.12 |
2,112.00 |
|
4/2/2008 |
600 |
21.14 |
12,684.00 |
|
4/2/2008 |
100 |
21.15 |
2,115.00 |
|
4/2/2008 |
700 |
21.16 |
14,812.00 |
|
4/2/2008 |
5,800 |
21.19 |
122,902.00 |
15
|
4/2/2008 |
10,000 |
21.20 |
212,000.00 |
|
|
|
|
|
|
4/3/2008 |
300 |
20.69 |
6,207.00 |
|
4/3/2008 |
600 |
20.70 |
12,420.00 |
|
4/3/2008 |
1,100 |
20.71 |
22,781.00 |
|
4/3/2008 |
1,700 |
20.72 |
35,224.00 |
|
4/3/2008 |
2,100 |
20.73 |
43,533.00 |
|
4/3/2008 |
300 |
20.74 |
6,222.00 |
|
4/3/2008 |
4,600 |
20.75 |
95,450.00 |
|
4/3/2008 |
1,500 |
20.76 |
31,140.00 |
|
4/3/2008 |
300 |
20.77 |
6,231.00 |
|
4/3/2008 |
4,300 |
20.78 |
89,354.00 |
|
4/3/2008 |
3,200 |
20.79 |
66,528.00 |
|
4/3/2008 |
5,600 |
20.80 |
116,480.00 |
|
4/3/2008 |
100 |
20.81 |
2,081.00 |
|
4/3/2008 |
100 |
20.82 |
2,082.00 |
|
4/3/2008 |
1,300 |
20.83 |
27,079.00 |
|
4/3/2008 |
2,000 |
20.85 |
41,700.00 |
|
4/3/2008 |
1,900 |
20.86 |
39,634.00 |
|
4/3/2008 |
300 |
20.90 |
6,270.00 |
|
TOTAL |
504,470 |
|
$10,620,877.18 |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
On December 5, 2007, the Board of Directors of Hearst approved the purchase from time to time by Hearst Broadcasting of up to 8 million shares of Series A Common Stock in open market and privately negotiated purchases in order to increase its ownership percentage in the Issuer to approximately 82% (on a fully-diluted basis) for U.S. federal income tax purposes. This authorization supersedes all remaining ability to purchase Series A Common Stock under previous authorizations.
If both Hearst Broadcasting and the Issuer decide to purchase Series A Common Stock on the same day, and do so pursuant to Rule 10b-18 under the Exchange Act, they have agreed to aggregate their purchases, to use a single broker/dealer and to divide any such purchases between them equally.
16
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 7, 2008
HEARST BROADCASTING, INC.
|
|
By: |
/s/ James M. Asher_____________ |
|||
|
|
Name: |
James M. Asher |
|
||
|
|
Title: |
Vice President |
|
||
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 7, 2008
HEARST HOLDINGS, INC.
|
|
By: |
/s/ James M. Asher_____________ |
|||
|
|
Name: |
James M. Asher |
|
||
|
|
Title: |
Senior Vice President |
|
||
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 7, 2008
THE HEARST CORPORATION
|
|
By: |
/s/ James M. Asher_____________ |
|||
|
|
Name: |
James M. Asher |
|
||
|
|
Title: |
Senior Vice President |
|
||
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 7, 2008
THE HEARST FAMILY TRUST
|
|
By: |
/s/ Victor F. Ganzi_____________ |
|||
|
|
Name: |
Victor F. Ganzi |
|
||
|
|
Title: |
Trustee |
|
||
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 300 West 57th Street, 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 U.S. citizens.
|
Name |
Present Office/Principal Occupation or Employment |
|
HEARST |
|
|
George R. Hearst, Jr.*
|
Chairman of the Board, Director
|
|
Frank A. Bennack, Jr.* (1) |
Vice Chairman of the Board, Chairman of Executive Committee, Director |
|
|
|
|
Victor F. Ganzi* |
President, Chief Executive Officer, Director |
|
|
|
|
James M. Asher |
Senior Vice President, Chief Legal and Development Officer, Director |
|
|
|
|
Anissa B. Balson* |
Director |
|
|
|
|
David J. Barrett* |
Director; President and Chief Executive Officer: Hearst-Argyle Television, Inc. |
|
|
|
|
Cathleen P. Black |
Senior Vice President, Director; President: Hearst Magazines Division, Hearst Communications, Inc. |
|
|
|
|
Catherine A. Bostron |
Secretary |
|
|
|
|
Eve B. Burton |
Vice President, General Counsel |
|
|
|
|
John G. Conomikes* (1) |
Director |
|
|
|
|
Richard E. Deems* (1) |
Director |
|
|
|
|
Steven DeLorenzo |
Vice President |
|
|
|
|
Ronald J. Doerfler |
Senior Vice President, Chief Financial Officer, Treasurer, Director |
|
|
|
|
Alfredo Gatto |
Vice President; Vice President and General Manager, Hearst Service Center Division, Hearst Communications, Inc. |
|
|
|
|
George J. Green |
Vice President; President: Hearst Magazines International Division, Hearst Communications, Inc. |
|
|
|
|
Mark Hasson |
Vice President-Finance |
|
|
|
|
Austin Hearst |
Director; Vice President: Hearst Entertainment Distribution Division, Hearst Entertainment, Inc. |
|
|
|
|
John R. Hearst, Jr.* |
Director |
|
|
|
|
Stephen T. Hearst (2) |
Director; Vice President: San Francisco Realties Division and Sunical Land & Livestock Division; Vice President, San Simeon Ranch Division, Hearst Holdings, Inc.; Vice President, West Coast Realties Division, Hearst Communications, Inc. |
|
|
|
|
William R. Hearst, III* (3)
Steven A. Hobbs (4) |
Director; Partner: Kleiner, Perkins, Caufield & Byers
Vice President; Executive Vice President: Hearst Business Media Group Administrative Division, Hearst Communications, Inc. |
|
|
|
|
George B. Irish
David L. Kors |
Senior Vice President, Director; President: Hearst Newspapers Division, Hearst Communications, Inc.
Vice President-Taxes |
|
|
|
|
Harvey L. Lipton* (1) |
Director |
|
|
|
|
Richard P. Malloch |
Vice President; President: Hearst Business Media Group Administrative Division, Hearst Communications, Inc. |
|
|
|
|
Gilbert C. Maurer* (1) |
Director |
|
|
|
|
Mark F. Miller* (1) |
Director |
|
|
|
|
Bruce L. Paisner
Roger P. Paschke
|
Vice President; Executive Vice President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc.
Vice President, Chief Investment Officer |
|
Virginia Hearst Randt* |
Director |
|
|
|
|
Debra Shriver |
Vice President |
|
|
|
|
|
|
|
|
|
|
HEARST BROADCASTING |
|
|
John G. Conomikes* (1) |
President, Director |
|
James M. Asher |
Vice President |
|
David J. Barrett* |
Vice President, Director; President and Chief Executive Officer: Hearst-Argyle Television, Inc. |
|
Eve B. Burton |
Vice President |
|
Ronald J. Doerfler |
Vice President, Treasurer |
|
Victor F. Ganzi* |
Vice President, Director |
|
Catherine A. Bostron |
Secretary |
|
Frank A. Bennack, Jr.* (1) |
Director |
|
George R. Hearst, Jr.* |
Director |
|
William R. Hearst, III* (3) |
Director; Partner: Kleiner, Perkins, Caufield & Byers |
|
Gilbert C. Maurer* (1) |
Director |
|
|
|
|
|
|
|
HEARST HOLDINGS |
|
|
George R. Hearst, Jr.*
|
Chairman of the Board, Director |
|
Frank A. Bennack, Jr.* (1) |
Vice Chairman of the Board, Chairman of Executive Committee, Director |
|
|
|
|
Victor F. Ganzi* |
President, Chief Executive Officer, Director |
|
|
|
|
James M. Asher |
Senior Vice President, Chief Legal and Development Officer, Director |
|
|
|
|
Anissa B. Balson* |
Director |
|
|
|
|
David J. Barrett* |
Director; President and Chief Executive Officer: Hearst-Argyle Television, Inc. |
|
|
|
|
Cathleen P. Black |
Senior Vice President, Director; President: Hearst Magazines Division, Hearst Communications, Inc. |
|
|
|
|
Catherine A. Bostron |
Secretary |
|
|
|
|
Eve B. Burton |
Vice President, General Counsel |
|
|
|
|
John G. Conomikes* (1) |
Director |
|
|
|
|
Richard E. Deems* (1) |
Director |
|
|
|
|
Steven DeLorenzo |
Vice President |
|
|
|
|
Ronald J. Doerfler |
Senior Vice President, Chief Financial Officer, Treasurer, Director |
|
|
|
|
Alfredo Gatto |
Vice President; Vice President and General Manager, Hearst Service Center Division, Hearst Communications, Inc. |
|
|
|
|
George J. Green |
Vice President; President: Hearst Magazines International Division, Hearst Communications, Inc. |
|
|
|
|
Mark Hasson |
Vice President-Finance |
|
|
|
|
Austin Hearst |
Director; Vice President: Hearst Entertainment Distribution Division, Hearst Entertainment, Inc. |
|
|
|
|
John R. Hearst, Jr.* |
Director |
|
|
|
|
Stephen T. Hearst (2) |
Director; Vice President: San Francisco Realties Division and Sunical Land & Livestock Division, The Hearst Corporation; Vice President, San Simeon Ranch Division, Hearst Holdings, Inc.; Vice President, West Coast Realties Division, Hearst Communications, Inc. |
|
|
|
|
William R. Hearst, III* (3)
Steven A. Hobbs (4) |
Director; Partner: Kleiner, Perkins, Caufield & Byers
Vice President; Executive Vice President: Hearst Business Media Group Administrative Division, Hearst Communications, Inc. |
|
|
|
|
George B. Irish |
Senior Vice President, Director; President: Hearst Newspapers Division, Hearst Communications, Inc. |
|
|
|
|
David L. Kors
Harvey L. Lipton* (1) |
Vice President-Taxes
Director |
|
|
|
|
Richard P. Malloch |
Vice President; President: Hearst Business Media Group Administrative Division, Hearst Communications, Inc. |
|
|
|
|
Gilbert C. Maurer* (1) |
Director |
|
|
|
|
Mark F. Miller* (1) |
Director |
|
|
|
|
Bruce L. Paisner
Roger P. Paschke
|
Vice President; Executive Vice President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc.
Vice President, Chief Investment Officer |
|
Virginia Hearst Randt* |
Director |
|
|
|
|
Debra Shriver |
Vice President |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_________________________________
|
(1) |
Self-employed, non-employed or retired |
|
(2) |
5 Third Street |
Suite 200
San Francisco, CA 94103
|
(3) |
765 Market Street, #34D |
San Francisco, CA 94103
|
(4) |
Steven A. Hobbs is a dual U.S./U.K. citizen. |
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