-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QWprONQ/h1Fr97T8Lex2mGFI6nyDJb0IZGamj5qW/79/HQEsXY+Ab2+4AL9p8a4t NAsuHMZ7t2rVDIsv1bQJew== 0000950130-99-002196.txt : 19990415 0000950130-99-002196.hdr.sgml : 19990415 ACCESSION NUMBER: 0000950130-99-002196 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEARST ARGYLE TELEVISION INC CENTRAL INDEX KEY: 0000949536 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 742717523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-14776 FILM NUMBER: 99593879 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2126492300 MAIL ADDRESS: STREET 1: 200 CONCORD PLAZA STREET 2: STE 700 CITY: SAN ANTONIO STATE: TX ZIP: 78216 FORMER COMPANY: FORMER CONFORMED NAME: ARGYLE TELEVISION INC DATE OF NAME CHANGE: 19951006 10-K/A 1 FORM 10-K/A DATED DECEMBER 31, 1998 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- Form 10-K/A FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-2700 HEARST-ARGYLE TELEVISION, INC. (Exact Name of Registrant as Specified in Its Charter)
Delaware 74-2717523 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
888 Seventh Avenue 10106 New York, NY (Zip code) (Address of principal executive Offices)
Registrant's telephone number, including area code: (212) 887-6800 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of Each Class Name of Each Exchange On Which Registered ------------------- ----------------------------------------- Series A Common Stock, par value New York Stock Exchange $.01 per share
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the Registrant's voting stock held by nonaffiliates on March 22, 1999, based on the closing price for the Registrant's Series A Common Stock on such date as reported on the New York Stock Exchange (the "NYSE"), was approximately $859,000,000. Shares of Common Stock outstanding at March 22, 1999: 89,147,879 shares (consisting of 47,849,231 shares of Series A Common Stock and 41,298,648 shares of Series B Common Stock). DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Company's Proxy Statement relating to the 1999 Annual Meeting of Stockholders are incorporated by reference into Part III (Items 10, 11, 12 and 13). - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- HEARST-ARGYLE TELEVISION, INC. This amendment No. 1 to Form 10-K amends and revises Part II: Item 8 of the Annual Report on Form 10-K for the fiscal year ended December 31, 1998 of Hearst-Argyle Television, Inc. initially filed on March 31, 1999 with the Securities and Exchange Commission. Unless otherwise indicated, capitalized terms used herein shall have the respective meanings given such terms in the Form 10-K. 2 QUARTERLY INFORMATION (UNAUDITED)
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter --------------- ---------------- --------------- ----------------- 1997 1998 1997 1998 1997 1998 1997 1998 ------- ------- ------- -------- ------- ------- -------- -------- (In thousands, except per share data) Total revenues.......... $62,053 $87,252 $81,513 $109,713 $77,730 $95,045 $112,365 $115,303 Station operating income................. 18,367 25,146 37,361 48,561 25,754 32,003 47,030 48,959 Income before extraordinary item..... 6,396 5,835 16,326 21,262 9,328 10,905 19,088 21,681 Net income (loss) (a)... 6,396 (4,134) 16,326 20,454 9,328 10,856 2,876 21,681 Income (loss) applicable to common stockholders (b).................... 6,396 (4,490) 16,326 20,099 8,973 10,501 2,520 21,325 Income (loss) per common share-basic: (c) Income before extraordinary item..... $ 0.15 $ 0.10 $ 0.40 $ 0.39 $ 0.20 $ 0.20 $ 0.36 $ 0.40 Net income (loss)....... $ 0.15 $ (0.09) $ 0.40 $ 0.37 $ 0.20 $ 0.20 $ 0.05 $ 0.40 Number of common shares used in the calculation (d).................... 41,299 53,833 41,299 53,798 43,998 53,409 51,824 52,904 Income (loss) per common share-diluted: (c) Income before extraordinary item..... $ 0.15 $ 0.10 $ 0.40 $ 0.39 $ 0.20 $ 0.20 $ 0.36 $ 0.40 Net income (loss)....... $ 0.15 $ (0.08) $ 0.40 $ 0.37 $ 0.20 $ 0.20 $ 0.05 $ 0.40 Number of common shares used in the calculation (d).................... 41,299 54,043 41,299 54,095 44,043 53,690 51,944 52,978
- -------- (a) Net income (loss) for the fourth quarter of 1997 and each of the first, second and third quarters of 1998 includes an extraordinary item representing the write-off of unamortized financing costs and premiums paid upon early extinguishment of Hearst-Argyle Television, Inc. debt. See Note 6 of the notes to the consolidated financial statements. (b) Net income (loss) applicable to common stockholders gives effect to dividends on the Preferred Stock issued in connection with the acquisition of KHBS/KHOG. (c) Per common share amounts for the quarters and the full years have each been calculated separately. Accordingly, quarterly amounts may not add to the annual amounts because of differences in the average common shares outstanding during each period and, with regard to diluted per common share amounts only, because of the inclusion of the effect of potentially dilutive securities only in the periods in which such effect would have been dilutive. (d) The number of shares used in the per share calculation reflects retroactively approximately 41.3 million shares received by The Hearst Corporation in the merger of the Hearst Broadcast Group and Argyle Television, Inc. ("Argyle"), referred to as the "Hearst Transaction", for all periods prior to September 1, 1997. See Notes 2 and 3 of the notes to the consolidated financial statements. 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. HEARST-ARGYLE TELEVISION, INC. /s/ Dean H. Blythe By: _________________________________ Name:Dean H. Blythe Title:Senior Vice President, Secretary and General Counsel April 14, 1999 Dated: ______________________________ POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors and officers of Hearst-Argyle Television, Inc. hereby constitutes and appoints Bob Marbut, John G. Conomikes and Dean H. Blythe, or any of them, his or her true and lawful attorney-in-fact and agent, for him or her and in his or her name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this Report, and to file each such amendment to this Report, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorney-in-fact and agent full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney- in-fact and agent may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Company in the capacities indicated on April 14, 1999. Signatures Title Date /s/ Bob Marbut Co-Chief Executive April 14, 1999 - ------------------------------------- Officer and Bob Marbut Chairman of the Board (Principal Executive Officer) /s/ John G. Conomikes President, Co-Chief April 14, 1999 - ------------------------------------- Executive Officer John G. Conomikes and Director (Principal Executive Officer) /s/ David J. Barrett Executive Vice April 14, 1999 - ------------------------------------- President, Chief David J. Barrett Operating Officer and Director /s/ Harry T. Hawks Senior Vice April 14, 1999 - ------------------------------------- President and Chief Harry T. Hawks Financial Officer (Principal Financial Officer) 4 Signatures Title Date /s/ Teresa Lopez Vice President and April 14, 1999 - ------------------------------------- Controller Teresa Lopez (Principal Accounting Officer) /s/ Frank A. Bennack, Jr. Director April 14, 1999 - ------------------------------------- Frank A. Bennack, Jr. /s/ Ken J. Elkins Director April 14, 1999 - ------------------------------------- Ken J. Elkins /s/ Victor F. Ganzi Director April 14, 1999 - ------------------------------------- Victor F. Ganzi /s/ George R. Hearst Director April 14, 1999 - ------------------------------------- George R. Hearst /s/ William R. Hearst III Director April 14, 1999 - ------------------------------------- William R. Hearst III /s/ Gilbert C. Maurer Director April 14, 1999 - ------------------------------------- Gilbert C. Maurer /s/ Michael E. Pulitzer Director April 14, 1999 - ------------------------------------- Michael E. Pulitzer /s/ David Pulver Director April 14, 1999 - ------------------------------------- David Pulver /s/ Virginia H. Randt Director April 14, 1999 - ------------------------------------- Virginia H. Randt /s/ Caroline L. Williams Director April 14, 1999 - ------------------------------------- Caroline L. Williams 5 -----END PRIVACY-ENHANCED MESSAGE-----