424B3 1 d424b3.txt FINAL PROSPECTUS PROSPECTUS Registration No. 333-88216 HEARST-ARGYLE TELEVISION, INC. 11,005,058 Shares Series A Common Stock This prospectus relates to the offer and sale from time to time of up to 11,005,058 shares of our Series A common stock by the stockholders listed below under "Selling Security Holders" or their successors in interest. We do not know when or how the selling security holders intend to sell the shares, or what the price, terms or conditions of any sales will be. They may sell the shares directly or through underwriters, dealers or agents, and they may sell the shares in market transactions or privately-negotiated transactions at market prices prevailing at the time of the sale or at negotiated prices. Hearst-Argyle Television will not receive any proceeds from the sale of shares by the selling security holders. Our Series A common stock is listed on the New York Stock Exchange under the symbol "HTV." On May 13, 2002, the closing sale price of the Series A common stock on the New York Stock Exchange was $26.69 per share. An investment in our Series A common stock involves risks that are described in "RISK FACTORS" beginning on page three of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. ---------------------- The date of this prospectus is May 30, 2002. TABLE OF CONTENTS Page WHERE YOU CAN FIND MORE INFORMATION ................................ 1 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE .................... 1 FORWARD-LOOKING STATEMENTS ......................................... 1 THE COMPANY ........................................................ 2 RISK FACTORS ....................................................... 3 USE OF PROCEEDS .................................................... 8 SELLING SECURITY HOLDERS ........................................... 9 PLAN OF DISTRIBUTION ............................................... 11 LEGAL MATTERS ...................................................... 12 EXPERTS ............................................................ 12 WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and current reports, proxy statements and other materials with the SEC. The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers (including us) that file electronically with the SEC. The address of that site is http://www.sec.gov. Reports, proxy statements and other information we file also can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. We have filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933, as amended, with respect to the securities offered hereby. This prospectus does not contain all the information set forth in the registration statement, certain portions of which have been omitted as permitted by the rules and regulations of the SEC. Statements contained in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement are not necessarily complete, and in each instance, reference is made to the copy of such contract or document so filed, each such statement being qualified in all respects by such reference. For further information about us and the securities, please see the registration statement and exhibits thereto. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE We are incorporating by reference in this prospectus the following documents which we have previously filed with the Securities and Exchange Commission under the File No. 0-27000: o Our Annual Report on Form 10-K for the year ended December 31, 2001; o Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002; and o The description of our Series A common stock contained in our registration statement on Form 8-A/A filed July 14, 1998. Whenever after the date of this prospectus we file reports or documents under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, those reports and documents will be deemed to be part of this prospectus from the time they are filed. If anything in a report or document we file after the date of this prospectus changes anything in it, this prospectus will be deemed to be changed by that subsequently filed report or document beginning on the date the report or document is filed. We will provide to each person to whom a copy of this prospectus is delivered a copy of any or all of the information that has been incorporated by reference in this prospectus, but not delivered with this prospectus. We will provide this information at no cost to the requestor upon written or oral request to the Corporate Secretary at Hearst-Argyle Television, Inc., 888 Seventh Avenue, New York, New York 10106, telephone number (212) 887-6800. FORWARD-LOOKING STATEMENTS We make statements in this prospectus and the documents we incorporate by reference that are considered "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are usually identified by the use of words such as "will," "anticipates," "believes," "estimates," "expects," "projects," "plans," "intends," "should" or similar expressions. We intend those forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with these safe harbor provisions. These 1 forward-looking statements reflect our current views about our plans, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions and expectations as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions or expectations will be achieved. We have listed below and have discussed elsewhere in this prospectus some important risks, uncertainties and contingencies which could cause our actual results, performances or achievements to be materially different from the forward-looking statements we make in this prospectus. These risks, uncertainties and contingencies include, but are not limited to, the following: o material adverse changes in economic conditions in the markets we serve; o future regulatory actions and conditions affecting the television industry, our television stations or their operating areas; o the possibility that currently unanticipated difficulties may arise in integrating the operations of newly acquired television stations or companies; o competition from others in the markets served by our stations; and o other factors discussed under the heading "Risk Factors" and which may not be discussed in a prospectus supplement. We assume no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. In evaluating forward-looking statements, you should consider these risks and uncertainties, together with the other risks described from time to time in our reports and documents filed with the Securities and Exchange Commission, and you should not place undue reliance on those statements. THE COMPANY We own 24 and manage three television stations reaching approximately 17.5% of U.S. television households, and two radio stations. We are one of the country's largest independent, or non-network-owned, TV station groups. Of the three stations we manage, two are owned by The Hearst Corporation, our largest stockholder. We manage the third station on behalf of Hearst pursuant to Hearst's agreement with the FCC licensee of the station. We are organized under the laws of the State of Delaware and our principal executive offices are located at 888 Seventh Avenue, New York, New York 10106. Our telephone number is (212) 887-6800. Our Series A common stock is listed on the New York Stock Exchange under the symbol "HTV." 2 RISK FACTORS This section describes some, but not all of the risks of purchasing our common stock. You should carefully consider these risks, in addition to the other information contained in this prospectus or incorporated by reference, before purchasing any of the securities offered hereby. In connection with the forward-looking statements that appear in this prospectus, you should carefully review the factors discussed below and the cautionary statements referred to in "Forward-Looking Statements." Additional risk factors may be included in an appropriate prospectus supplement. We Rely on Network Affiliation Agreements and Network Programming Each of the television stations we own or manage is a party to a network affiliation agreement giving such station the right to rebroadcast programs transmitted by the network, except WMOR-TV, in Tampa, Florida, which is currently operating as an independent station. Each affiliation agreement provides the affiliated station with the right to broadcast programs transmitted by the network with which the station is affiliated. In return, the network has the right to sell a substantial majority of the advertising time during such broadcasts. Twelve of our stations are parties to affiliation agreements with ABC, ten with NBC, two with CBS, one with the WB Network and one with UPN. Accordingly, ABC and NBC affiliates account for most of our advertising revenues. The television viewership levels, and ultimately advertising revenues, for each station are materially dependent upon network programming. We cannot assure you that network programming will achieve or maintain satisfactory viewership levels. In particular, failures of ABC or NBC network programming to attract viewers or generate satisfactory ratings may have an adverse effect on our revenues because of the number of our stations that are affiliated with those two networks. In addition, although we expect to continue to be able to renew our network affiliation agreements, no assurance can be given that such renewals will be obtained on as favorable terms or at all. The termination or non-renewal, or renewal on less favorable terms, of the affiliation agreements could have an adverse effect on us. The Costs of Television Programming Are Significant and May Increase Television programming is one of our most significant operating cost components. There can be no assurance that we will not be exposed in the future to increased programming costs. Should such an increase occur, it could have an adverse effect on our results from operations. In addition, television networks have been seeking arrangements from their affiliates to share the networks' programming costs and to change the structure of network compensation. We cannot predict the nature or scope of any such potential compensation arrangements or the effect, if any, on our operations. Acquisitions of program rights for syndicated programming are usually made two or three years in advance and may require multi-year commitments, making it difficult to predict accurately how a program will perform. In some instances, programs must be replaced before their costs have been fully amortized, resulting in write-offs that increase station operating costs. We Depend on, and Compete for, Advertising Revenues We rely to a significant extent upon sales of advertising for our revenues. Advertising revenue accounted for approximately 87% of our total revenues for the year ended December 31, 2001. Our stations' advertising revenues are directly affected by programming popularity. In addition, our stations compete for advertising revenues with other television stations in their respective markets, as well as with other advertising media, such as newspapers, radio stations, magazines, outdoor advertising, transit advertising, yellow page directories, direct mail, the Internet and local cable systems. The stations are located in highly competitive markets. Accordingly, our results of operations are and will continue to be dependent upon station programming and the ability of each of our stations to compete successfully for advertising revenues in its respective market. 3 Adverse Changes in Economic Conditions Can Adversely Affect Our Business Our ability to generate advertising revenues is and will continue to be heavily dependent on the relative popularity of our programming and cyclical changes in the national economy, as well as on regional economic conditions in each of the markets in which our stations operate, particularly as such conditions may affect advertising expenditures. The size of advertisers' budgets, which are affected by broad economic trends, affect the broadcast industry in general and the revenues of individual broadcast television stations. Our revenues could therefore be adversely affected by a future local, regional or national recessionary environment, or by events, like those of September 11, 2001, that cause the loss of advertising revenues due to the suspension of advertising-supported commercial programming in favor of around-the-clock news coverage. The advertising revenues of the stations generally are highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to and including the holiday season. In addition, advertising revenues in even-numbered years benefit from advertising placed by candidates for political offices and demand for advertising time in Olympic broadcasts. From time to time, proposals have been advanced in the U.S. Congress and at the Federal Communications Commission, or FCC, to require television broadcast stations to provide advertising time to political candidates at no or reduced charge. We cannot predict whether such legislation may ultimately be passed or, if passed, the impact on us. We Have a Controlling Stockholder The Hearst Corporation, through its wholly-owned subsidiaries, currently owns approximately 38.1% of our outstanding Series A common stock and 100% of our Series B common stock, representing in the aggregate approximately 65.9% of the outstanding voting power of our common stock. A subsidiary of Hearst also owns convertible preferred securities of our subsidiary trust, Hearst-Argyle Capital Trust, and may convert convertible preferred securities at its option and at any time into approximately 1,587,670 shares of our Series A common stock. Through its indirect ownership of 100% of our Series B common stock, Hearst is entitled to elect as a class all but two members of our Board of Directors (currently, 11 of our 13 directors). As a result, Hearst is able to control substantially all actions to be taken by our stockholders, and also is able to maintain control over our operations and business. This control, as well as certain provisions of our Certificate of Incorporation and of Delaware law, may make us a less attractive target for a takeover than we otherwise might be, or render more difficult or discourage a merger proposal, tender offer or other transaction involving an actual or potential change of control. The Interests and Assets of Our Controlling Stockholder May Adversely Impact Our Ability to Make Certain Acquisitions The interests of Hearst, which owns or has significant investments in other businesses, including cable television networks, newspapers, magazines and electronic media, may from time to time be competitive with, or otherwise diverge from, our interests, particularly with respect to new business opportunities and future acquisitions. Under the merger agreement we entered into with Hearst, we and Hearst have agreed that, without the prior written consent of the other, neither we, on the one hand, nor Hearst, on the other hand, will make any acquisition or purchase any assets if such an acquisition or purchase by one party would require the other party to divest or otherwise dispose of any of its assets because of regulatory or other legal prohibitions. Under the current law, given the newspaper and other media interests held by Hearst, we would be precluded from acquiring television stations in various markets in the United States. Moreover, because of the interest of certain of our directors in Pulitzer Inc., which operates numerous daily newspapers in markets throughout the United States, we would likewise be precluded from acquiring television stations in such markets. While divestiture of a prohibited interest could permit such acquisitions, such a divestiture may not be forthcoming or may otherwise adversely impact potential acquisitions. In August 1999, the FCC substantially revised a number of its multiple ownership and attribution rules. In three separate orders, it revised its rules regarding measurements of and limitations on national 4 television ownership, restrictions of local television ownership and radio-television cross-ownership, and attribution of broadcast ownership interests. The three orders, which resolved a number of rulemaking proceedings launched at the beginning of the decade, take into considerations mandates included in the Telecommunications Act of 1996 which liberalized the radio ownership rules and directed the FCC to consider similar deregulation for television. In January 2001, the FCC acted on reconsideration of these orders and made some modest revisions. Judicial review of some aspects of the rules is pending and has resulted in the FCC being directed to re-evaluate these issues. Additionally, Hearst is not precluded from purchasing television stations, newspapers or other assets in other markets, the ownership of which assets by Hearst could, under Federal Communications Commission rules, preclude us from owning television stations in such markets in the future. We May Encounter Conflicts of Interest with Our Controlling Stockholder We and Hearst also have ongoing relationships that may create situations where the interests of the two parties could conflict. We and Hearst are parties to a series of agreements with each other, including a Management Agreement (whereby we provide certain management services, such as sales, news, programming and financial and accounting management services with respect to certain Hearst owned or managed television and radio stations); an Option Agreement (whereby Hearst has granted us an option to acquire certain Hearst owned or operated television stations, as well as a right of first refusal with respect to another television station if Hearst proposes to sell such station prior to August 31, 2003); a Studio Lease Agreement (whereby Hearst leases from us certain premises for Hearst's radio broadcast stations); a Tax Sharing Agreement (whereby we and Hearst have established the sharing of federal, state and local taxes during the time we are part of the consolidated tax returns of Hearst); a Name License Agreement (whereby Hearst permits us to use the Hearst name in connection with our name and operation of our business); and a Services Agreement (whereby Hearst provides us certain administrative services, such as accounting, financial, legal, tax, insurance, data processing and employee benefits). We believe that the terms of these agreements are reasonable to both sides. There can be no assurance, however, that more favorable terms would not be available from third parties. The Television Industry Is Highly Competitive The television broadcast industry is highly competitive. Some of the stations that compete with our stations are owned and operated by large national or regional companies that may have greater resources, including financial resources, than us. Competition in the television industry takes place on several levels: competition for audience, competition for programming (including news) and, as discussed, competition for advertisers. There can be no assurance that any one of our stations will be able to maintain or increase its current audience share or revenue share. To the extent that certain of our competitors have, or may in the future obtain, greater resources than us, our ability to compete successfully in our markets may be impeded. Digital Television and Other Technological Innovation May Adversely Affect Our Business We face risks in implementing the conversion of our television stations to digital television, which the FCC has ordered and for which it has established a timetable. We will incur considerable expense in the conversion to digital television and are unable to predict the extent or timing of advertiser and/or consumer demand for any such digital television services. Moreover, the FCC may impose additional public service obligations on television broadcasters in return for their use of the digital television spectrum. This could add to our operational costs. One issue yet to be resolved is the extent to which cable systems will be required to carry broadcasters' new digital channels. Our television stations are highly dependent on their carriage by cable systems in the areas they serve. Thus, FCC rules that impose no or limited obligations on cable systems to carry the digital television signals of television broadcast stations in their local markets could require us to make significant expenditures to arrange for carriage by cable systems of our television stations or result in some of our television stations not being carried on cable systems. 5 Technological innovation, and the resulting proliferation of programming alternatives such as cable, direct satellite-to-home services, pay-per-view, the Internet and home video and entertainment systems have fractionalized television viewing audiences and subjected television broadcast stations to new types of competition. Over the past decade, cable television has captured an increasing market share, while the aggregate viewership of the major television networks has declined. In addition, the expansion of cable television and other industry changes have increased, and may continue to increase, competitive demand for programming. Such increased demand, together with rising production costs, may in the future increase our programming costs or impair our ability to acquire programming. In addition, video compression techniques, now in use with direct broadcast satellites and, potentially soon, in development for cable and wireless cable, are expected to permit greater numbers of channels to be carried within existing bandwidth. These compression techniques, as well as other technological developments, are applicable to all video delivery systems, including over-the-air broadcasting, and have the potential to provide vastly expanded programming to highly targeted audiences. Reduction in the cost of creating additional channel capacity could lower entry barriers for new channels and encourage the development of increasingly specialized niche programming. This ability to reach very narrowly defined audiences is expected to alter the competitive dynamics for advertising expenditures. We are unable to predict the effect that technological changes will have on the broadcast television industry or the future results of our business. Regulation by the FCC Impacts Our Operations Our television and radio operations are subject to significant regulation by the FCC under the Communications Act of 1934, as amended. For example, approval of the FCC is required for the issuance, renewal and transfer or assignment of television station operating licenses. We are dependent upon our continuing ability to maintain broadcasting licenses from the FCC. License renewals filed after 1996 customarily will be granted for terms of eight years. While broadcast licenses are typically renewed by the FCC, there can be no assurance that the licenses for our stations will be renewed at their expiration dates or, if renewed, that the renewal terms will be for eight-year periods. The non-renewal or revocation of one or more of the FCC licenses held by us could have a material adverse effect on our operations. Currently, many of the FCC's key structural ownership rules (e.g., the television duopoly rule, the 35% national television audience cap, the newspaper/broadcast cross-ownership rule, the television/cable cross-ownership rule, the national cable subscriber cap) are the subject of proceedings in the courts and before the FCC evaluating whether the rules should be retained, modified or eliminated. Congress may be involved as well. We are unable to predict the outcome of these proceedings or their impact upon our business. Possible Acquisitions, Divestitures or Other Strategic Initiatives May Adversely Impact Our Business Our management is evaluating, and will continue to evaluate, the nature and scope of our operations and various short-term and long-term strategic considerations. These may include acquisitions or divestitures of, or strategic alliances, joint ventures, mergers or integration or consolidation with, television stations or other businesses, as well as discussions with third parties regarding any of these considerations. In the alternative, our management may decide from time to time that such initiatives are not appropriate. It is difficult to predict or quantify the impact of decisions like these on the results of our operations and financial condition because of the uncertainties and risks relating to each of these initiatives. For example, acquisition opportunities may become more limited as a consequence of the consolidation of ownership occurring in the television broadcast industry. Also, prospective competitors may have greater financial resources than us. We do not know that future acquisitions will be available on attractive terms, if at all. Also, if we do make acquisitions, we cannot assure you that we would be 6 able to successfully integrate the acquired stations or businesses. With respect to divestitures, we may experience varying success in making such divestitures on favorable terms, if at all, or in reducing fixed costs or transferring liabilities previously associated with the divested television stations or businesses. Finally, any such acquisitions or divestitures will be subject to FCC approval and FFC rules and regulations. Any of these efforts would require varying levels of management resources, which may divert our attention from other business operations. If we do not realize the expected benefits or synergies of such transactions, or, conversely, if we do not realize such benefits or synergies because we chose not to pursue any such transaction, then there may be an adverse effect on our financial condition and results of operations. Shares Eligible for Future Sale May Affect the Market Price and Cause Dilution of Our Shares As of May 7, 2002, we had outstanding: o 50,669,766 shares of our Series A common stock (listed on the New York Stock Exchange under the symbol "HTV"); o 41,298,648 shares of our Series B common stock, all of which are indirectly held by Hearst and are convertible into shares of our Series A common stock at any time; o 10,938 shares of our Series A preferred stock, convertible into shares of our Series A common stock at the option of the holder at any time; o 10,938 shares of our Series B preferred stock, convertible into shares of our Series A common stock at the option of the holder at any time; o 6,212,524 options, granted under our stock option plan, to purchase 6,212,524 shares of our Series A common stock (exercisable as of May 7, 2002 for 2,545,057 shares); o 1,400,000 Series A convertible preferred securities of our subsidiary trust, Hearst-Argyle Capital Trust, convertible into shares of our Series A common stock at any time at the option of the holder; and o 2,600,000 Series B convertible preferred securities of our subsidiary trust, Hearst-Argyle Capital Trust, convertible into shares of our Series A common stock at any time at the option of the holder. All of the shares of Series A common stock generally will be freely tradeable without restriction or further registration under the Securities Act, except that any shares held by persons who are our "affiliates," as that term is defined in Rule 144 under the Securities Act, or who were at the time of our shareholder vote on the Hearst merger transaction and are still our "affiliates" pursuant to Rule 145 under the Securities Act, may generally be sold only subject to certain restrictions as to timing, manner and volume. Any shares of our Series A common stock issued upon conversion of the convertible preferred securities of our subsidiary trust, Hearst-Argyle Capital Trust, may not be sold in the absence of registration under the Securities Act or unless an exemption from registration is available, including the exemption afforded by Rule 144 under the Securities Act. The Series B common stock held by Hearst Broadcasting and the Series A common stock into which the Series B common stock is convertible may not be sold in the absence of registration under the Securities Act or unless an exemption from registration is available, including the exemption afforded by Rule 144 under the Securities Act. No prediction can be made as to the effect, if any, that sales of shares of our Series A common stock, or the availability of shares for future sale, will have on the market price of our Series A common stock prevailing from time to time. Sales of substantial amounts of Series A common stock (including shares owned upon the exercise of options) in the public market, or the perception that such sales could occur, could depress the prevailing market price for the Series A common stock. Such sales may also 7 make it more difficult for us to sell equity securities or equity-related securities in the future at a time and price that it deems appropriate. We have a share repurchase program authorized by our Board of Directors, pursuant to which we may repurchase up to $300 million of our Series A common stock from time to time, in the open market or in private transactions, subject to market conditions. In addition, from time to time the Hearst Corporation or its subsidiaries may purchase on the open market or through private transactions shares of our Series A common stock. Such repurchases and purchases may affect the market price of our Series A common stock. We Have Not Paid Dividends on Our Series A Common Stock and We May Be Precluded from Doing So We have not paid any dividends on our Series A common stock since our inception, and do not anticipate that we will pay any dividends on our Series A common stock in the foreseeable future. The terms of our senior revolving credit facility limit our ability to pay dividends on our Series A common stock under certain conditions. The terms of the indenture for the debentures that we issued and sold to our subsidiary trust, Hearst-Argyle Capital Trust, in connection with the Trust's private placement of convertible preferred securities also limit our ability to pay dividends on our Series A common stock under certain conditions. USE OF PROCEEDS The selling security holders will receive all of the proceeds if and when they sell securities covered by this prospectus. See "Selling Security Holders." We will not receive any of the proceeds. 8 SELLING SECURITY HOLDERS This prospectus relates to an aggregate of up to 11,005,058 shares of Series A common stock, which may be sold from time to time by the selling security holders named below. Of these shares, 7,935,058 shares are issuable to the indicated selling security holders upon conversion of an aggregate of 4,000,000 convertible preferred securities of our subsidiary trust, Hearst-Argyle Capital Trust. The Trust issued and sold 1,400,000 shares of 7.5% Series A Convertible Preferred Securities and 2,600,000 shares of 7.5% Series B Convertible Preferred Securities to the selling security holders in a private placement on December 20, 2001. The Series A Convertible Preferred Securities are convertible at the option of the holder at any time into shares of our Series A common stock at a conversion price of approximately $24.94 (subject to adjustments in certain circumstances) and the Series B Convertible Preferred Securities are convertible at the option of the holder at any time into shares of our Series A common stock at a conversion price of approximately $25.35 (subject to adjustments in certain circumstances). In connection with this private placement, we entered into a registration rights agreement with the holders of the convertible preferred securities described above which requires us to file a registration statement, of which this prospectus is a part, covering sales by those holders of the shares of Series A common stock issuable upon conversion of the convertible preferred securities. Under the registration rights agreement, the selling security holders have the right until December 20, 2006, under certain circumstances and subject to certain conditions, to request us to arrange for up to two underwritten offerings of the Series A common stock issuable upon conversion of the convertible preferred securities. The remaining 3,070,000 shares of Series A common stock covered by this prospectus are shares that we issued to the indicated selling security holders in a merger transaction that we consummated with Pulitzer Publishing Company in 1999. In connection with this merger, we entered into a registration rights agreement with such selling security holders (the Pulitzer security holders), which among other things gives them the ability to "piggyback" or have their shares included, subject to certain conditions, in registrations of our common stock, including the registration for resale of our Series A common stock by the other selling security holders listed in this prospectus. Under the registration rights agreement, the Pulitzer security holders also have the right, under certain circumstances and subject to certain conditions, to require us to register their shares for sale in the manner specified. The shares of our Series A common stock listed adjacent to the names of the Pulitzer security holders in the following table have been included in this prospectus pursuant to the exercise by those security holders of their piggyback registration rights with respect to those shares. The following table sets forth certain information regarding the beneficial ownership of our Series A common stock by the selling security holders as of May 7, 2002, assuming the conversion of all of the Convertible Preferred Securities into Series A common stock, and as adjusted to reflect the sale of all 11,005,058 shares by the selling security holders. 9 Series A Common Stock Beneficial Ownership Table

SHARES BENEFICIALLY MAXIMUM NUMBER OF OWNED BEFORE OFFERING SHARES BEING OFFERED --------------------- -------------------- PERCENTAGE NAME/1/ NUMBER OF CLASS/2/ ---- ------ -------- Teachers Insurance and Annuity Association 1,873,823 3.2% 1,775,035 AIG Life Insurance Company 197,226 * 197,226 American General Annuity Insurance Company 493,065 * 493,065 The Franklin Life Insurance Company 197,226 * 197,226 All American Life Insurance Company 98,613 * 98,613 Metropolitan Life Insurance Company 1,002,566 1.7% 1,002,566 John Hancock Life Insurance Company 729,736 1.2% 729,736 John Hancock Variable Life Insurance Company 59,167 * 59,167 MONY Life Insurance Company of America (i/n/o J. 591,678 1.0% 591,678 Romeo & Co.) Allstate Life Insurance Company 601,539 1.0% 601,539 Hearst Broadcasting, Inc./3/ 20,903,699 35.7% 1,587,670 The Travelers Insurance Company (i/n/o TRAL & Co.) 198,568 * 198,568 Primerica Life Insurance Company 109,480 * 109,480 The Travelers Life and Annuity Company (i/n/o TRAL & 13,294 * 13,294 Co.) National Benefit Life Insurance Company 2,706 * 2,706 The Travelers Insurance Company (i/n/o TRAL & Co.) 10,166 * 10,166 (for one of its own separate accounts) The Travelers Indemnity Company (i/n/o TRAL & Co.) 262,692 * 262,692 Citicorp Life Insurance Company 4,631 * 4,631 Emily Rauh Pulitzer, as Trustee of the Pulitzer 222,590 * 222,590 Family Trust under a Declaration of Trust dated June 8, 1994, as amended/4/ Emily Rauh Pulitzer, James V. Maloney and William 6,372,680 10.9% 1,277,410 Bush, as Successor Trustees of Marital Trust B under Indenture of Trust made by Joseph Pulitzer, Jr. dated June 12, 1974, as amended October 20, 1992./4/ Michael E. Pulitzer, as Trustee under 3,870,293 6.6% 950,000 Agreement dated March 22, 1982 for the benefit of Michael E. Pulitzer /5/ /6/ David E. Moore/7/ 2,577,219 4.4% 620,000

---------- * Means less than one percent. /1/ Except in the case of Emily Rauh Pulitzer, Michael E. Pulitzer and David E. Moore (the Pulitzer security holders), the shares of Series A common stock set forth opposite the names of the selling security holders below are shares that are issuable upon conversion of the convertible preferred securities of Hearst-Argyle Capital Trust, as described on the preceding page under "Selling Security Holders." The shares of Series A common stock set forth opposite the names of the Pulitzer security holders are shares that were issued in a merger transaction, as described on the preceding page under "Selling Security Holders." /2/ Based on shares of Series A common stock outstanding as of May 7, 2002, assuming the conversion of all of the convertible preferred securities into Series A common stock. /3/ The Hearst Corporation, through its wholly-owned subsidiaries, Hearst Holdings, Inc. and Hearst Broadcasting, Inc., currently owns 19,316,029 shares of our Series A common stock, representing approximately 38.1% of the issued and outstanding shares of our Series A common stock. These wholly-owned subsidiaries also own 100% of our issued and outstanding shares of Series B common stock, which, together with the shares of Series A common stock owned by them, represent in the aggregate approximately 65.9% of the outstanding voting power of our common stock. Through its indirect ownership of 100% of our Series B common stock, The Hearst Corporation is entitled to elect as a class all but two members of our Board of Directors (currently, 11 of our 13 directors). /4/ Emily Rauh Pulitzer is the beneficial owner of 6,663,403 shares of Series A Common Stock (constituting 11.4% of the class), including these shares. /5/ Michael E. Pulitzer is a director of Hearst-Argyle Television, Inc. /6/ Michael E. Pulitzer is the beneficial owner of 4,123,892 shares of Series A Common Stock (constituting 7.0% of the class), including these shares and also including 75,493 shares held in trust for the benefit of the wife of Michael E. Pulitzer. Mr. Pulitzer disclaims beneficial ownership of these 75,493 shares. /7/ Includes 95,572 shares of our Series A common stock held by the wife of David E. Moore. Mr. Moore disclaims beneficial ownership of these shares. 10 PLAN OF DISTRIBUTION We are registering the shares on behalf of the selling security holders. As used herein, "selling security holder" includes donees and pledgees selling securities received from a named participating securityholder after the date of this prospectus. We will bear the costs, expenses and fees in connection with the registration of the shares. Brokerage commissions and similar selling expenses, if any, attributable to the sale of securities will be borne by the selling security holders. Except as may be set forth in any prospectus supplement, we have not been advised by the selling security holders that they have entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities, nor is there an underwriter or coordinating broker acting in connection with the proposed sale of securities by the selling security holders. The selling security holders may effect such transactions by selling securities directly to purchasers or to or through broker-dealers, which may act as agents or principals. Such broker-dealers may receive compensation in the form of discounts, concessions, or commissions from the selling security holders and/or the purchasers of securities for whom such underwriters or broker-dealers may act as agents or to whom they sell as principals, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions). We do not know how the selling security holders will sell the shares. They may sell the shares from time to time in any of several ways and in any of several marketplaces, including: o Through private negotiations directly with purchasers; o Purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus; o Ordinary brokerage transactions and transactions in which the broker solicits purchasers; o In block trades with brokers or dealers who will attempt to sell the shares as agent but may resell a portion of the block as principal to facilitate the transaction; or o Through short sales of securities. The selling security holders may from time to time deliver all or a portion of the securities to cover a short sale or sales or upon the exercise, settlement or closing of a call equivalent position or a put equivalent position. Any shares covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933 may be sold under Rule 144 rather than pursuant to this prospectus. In addition, a selling security holder may devise, gift or otherwise transfer the securities by means not described herein, in which event such transfer will not be pursuant to this prospectus. The selling security holders other than the Pulitzer security holders are parties to a registration rights agreement with us pursuant to which they have the right until December 20, 2006, under certain circumstances and subject to certain conditions, to request us to arrange for up to two underwritten offerings of the Series A common stock issuable upon conversion of the convertible preferred securities. The Pulitzer security holders are parties to a registration rights agreement with us pursuant to which they 11 have, under certain circumstances and subject to certain conditions, piggyback registration rights and the right to require us to register their shares for sale in the manner specified. We do not know at what prices the selling security holders will sell the shares. They may sell the shares at market prices prevailing at the time of the sale, at prices related to the prevailing market prices, or at negotiated prices. They may pay usual and customary or specifically negotiated fees, discounts or commissions in connection with these sales. We will not pay any of those fees, discounts or commissions. The selling security holders and any underwriters or broker-dealers that act in connection with the sale of securities might be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, and any commissions received by such underwriters or broker-dealers and any profit on the resale of the securities sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act. We have agreed to indemnify each selling security holder against certain liabilities, including liabilities arising under the Securities Act. The selling security holders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the securities against certain liabilities, including liabilities arising under the Securities Act. Brokers' commissions and dealers' discounts, taxes and other selling expenses to be borne by the selling security holders are not expected to exceed normal selling expenses. Because the selling security holders may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, the selling security holders will be subject to the prospectus delivery requirements of the Securities Act, which may include delivery through the facilities of the New York Stock Exchange pursuant to Rule 153 under the Securities Act. We will file a supplement to this prospectus if a selling security holder notifies us that it has entered into any material arrangement with a broker-dealer for the sale of shares. The supplement will disclose, to the extent applicable, o The names of the selling security holder and each participating broker-dealer; o The number of shares involved; o The price at which the shares are being sold; o The commissions paid or discounts or concessions allowed to each broker-dealer; and o Other facts material to the transaction. In addition, we will file a supplement to this prospectus if a selling security holder notifies us that a donee or pledgee intends to sell more than 500 shares. LEGAL MATTERS Certain legal matters relating to the securities will be passed upon for us by Clifford Chance Rogers & Wells LLP, New York, New York. If certain legal matters relating to the securities will be passed upon by counsel for any underwriters, dealers or agents, that counsel will be named in the prospectus supplement relating to that offering. EXPERTS Our consolidated financial statements and the related financial statement schedule incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended December 31, 2001 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. 12