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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Hearst-Argyle Television Inc. | NYSE:HTV | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Eve B. Burton
The Hearst Corporation 300 West 57th Street New York, New York 10019 (212) 649-2045 |
Jonathan C. Mintzer
Hearst-Argyle Television, Inc. 300 West 57th Street New York, New York 10019 (212) 887-6800 |
John A. Healy
Kathleen L. Werner Clifford Chance US LLP 31 West 52nd Street New York, New York 10019 (212) 878-8000 |
Charles I. Cogut
Sean D. Rodgers Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 |
Transaction
|
Amount of
|
|||||
Valuations(1) | Filing Fee(2) | |||||
$ | 78,541,655 | $ | 4,383 |
(1) | The transaction valuation is estimated solely for purposes of calculating the filing fee. The calculation assumes the purchase of all outstanding shares of Series A Common Stock of Hearst-Argyle Television, Inc. (Hearst-Argyle), par value $0.01 per share (the Shares), not beneficially owned by The Hearst Corporation (Hearst) at a purchase price of $4.50 per Share, net to the seller in cash. According to Hearst-Argyles Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, as of April 27, 2009, there were 52,955,681 Shares outstanding, of which 35,501,980 are held by Hearst. Accordingly, this calculation assumes the purchase of 17,453,701 Shares. | |
(2) | The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for Fiscal Year 2009, issued March 11, 2009. The fee equals $55.80 per one million dollars of transaction value. |
o | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
2
Item 10 . | Financial Statements . |
Item 13 . | Information Required by Schedule 13E-3 . |
Item 2. | Subject Company Information. |
Item 3. | Identity and Background of Filing Person. |
Item 4. | Terms of the Transaction. |
3
Item 5. | Past Contacts, Transactions, Negotiations and Agreements. |
Item 7. | Purposes, Alternatives, Reasons and Effects. |
Item 8. | Fairness of the Transaction. |
Item 9. | Reports, Opinions, Appraisals and Negotiations. |
Item 10. | Source and Amount of Funds or Other Considerations. |
Item 11. | Interest in Securities of the Subject Company. |
Item 12. | The Solicitation or Recommendation. |
4
Item 13. | Financial Statements. |
Item 14. | Persons/Assets, Retained, Employed, Compensated or Used. |
Item 12 . | Exhibits . |
(a)(1)(i)
|
Offer to Purchase dated May 4, 2009. | |
(a)(1)(ii)
|
Letter of Transmittal. | |
(a)(1)(iii)
|
Notice of Guaranteed Delivery. | |
(a)(1)(iv)
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(v)
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(vi)
|
Guidelines for Certification of Taxpayer Identification Number on Substitute IRS Form W-9. | |
(a)(1)(vii)
|
Summary Advertisement published in The Wall Street Journal . | |
(a)(1)(viii)
|
Press release, dated March 25, 2009, issued by Hearst (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Hearst with the SEC on March 25, 2009). | |
(a)(1)(ix)
|
Press release, dated April 27, 2009, issued by Hearst (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Hearst with the SEC on April 27, 2009). | |
(a)(2)(i)
|
Solicitation/Recommendation Statement on Schedule 14D-9 dated May 4, 2009. | |
(a)(2)(ii)
|
Letter, dated May 4, 2009, from the special committee of Hearst-Argyle to holders of Shares (incorporated by reference to Exhibit (a)(1) to the Schedule 14D-9). | |
(a)(2)(iii)
|
Press release, dated March 26, 2009, issued by Hearst-Argyle (incorporated by reference to Exhibit (a)(2) to the Schedule 14D-9). | |
(a)(2)(iv)
|
Press release, dated April 13, 2009, issued by Hearst-Argyle (incorporated by reference to Exhibit (a)(3) to the Schedule 14D-9). | |
(a)(2)(v)
|
Press release, dated May 4, 2009, issued by Hearst-Argyle (incorporated by reference to Exhibit (a)(4) to the Schedule 14D-9). | |
(a)(5)(i)
|
Complaint of Paul Schwartz, individually and on behalf of all others similarly situated, against Hearst-Argyle Television, Inc., et al., Index No. 600926/09, filed in the Supreme Court of the State of New York on March 25, 2009. | |
(a)(5)(ii)
|
Complaint of Alan Kahn, individually and on behalf of all others similarly situated, against Hearst-Argyle Television, Inc., et al., Index No. 650163/09, filed in the Supreme Court of the State of New York on March 25, 2009. | |
(a)(5)(iii)
|
Complaint of Stationary Engineers Local 39 Pension Plan, individually and on behalf of all others similarly situated, against Hearst-Argyle Television, Inc., et al., Civil Action No. 4459-VCN, filed in the Court of Chancery of the State of Delaware on March 27, 2009. | |
(a)(5)(iv)
|
Complaint of Karen Chana Kupfer, individually and on behalf of all others similarly situated, against David J. Barrett, et al., Civil Action No. 4460-VCN, filed in the Court of Chancery of the State of Delaware on March 27, 2009. | |
(a)(5)(v)
|
Complaint of Nira Blizinsky, on behalf of herself and all others similarly situated, against Hearst-Argyle Television, Inc., et al., Index No. 650178/09, filed in the Supreme Court of the State of New York on April 1, 2009. | |
(a)(5)(vi)
|
Complaint of Geoffrey Sullivan and Susan Sullivan, individually and on behalf of all others similarly situated, against Frank A. Bennack, et al., Index No. 601101/09, filed in the Supreme Court of the State of New York on April 10, 2009, voluntarily dismissed on April 15, 2009 and re-filed in the Supreme Court of the State of New York on April 28, 2009 (as re-filed, Exhibit (a)(5)(viii) to this Schedule TO). |
5
(a)(5)(vii)
|
Order of the Court of Chancery of the State of Delaware dated April 20, 2009 consolidating the Complaint of Stationary Engineers Local 39 Pension Plan, individually and on behalf of all others similarly situated, against Hearst-Argyle Television, Inc., et al., Civil Action No. 4459-VCN, and the Complaint of Karen Chana Kupfer, individually and on behalf of all others similarly situated, against David J. Barrett, et al., Civil Action No. 4460-VCN, as In re Hearst-Argyle Television, Inc. Shareholders Litigation , Civil Action No. 4459-VCN. | |
(a)(5)(viii)
|
Complaint of Geoffrey Sullivan and Susan Sullivan, individually and on behalf of all others similarly situated, against Frank A. Bennack, et al., Index No. 601298/09, filed in the Supreme Court of the State of New York on April 28, 2009. | |
(a)(5)(ix)
|
Memorandum of Understanding, dated April 30, 2009. | |
(b)
|
None. | |
(c)(i)
|
Materials Prepared for Discussion, dated March 25, 2009, of Lazard Frères & Co. LLC to the Board of Directors of Hearst. | |
(c)(ii)
|
Materials Prepared for Discussion, dated April 21, 2009, as updated on May 3, 2009, of Morgan Stanley & Co. Incorporated to the special committee of Hearst-Argyle. | |
(c)(iii)
|
Opinion of Morgan Stanley & Co. Incorporated to the special committee of Hearst-Argyle (incorporated by reference to Annex C to the Schedule 14D-9). | |
(d)(i)
|
Amended and Restated Agreement and Plan of Merger, dated as of March 26, 1997, by and among The Hearst Corporation, Hat Merger Sub, Inc., Hat Contribution Sub, Inc. and Argyle Television, Inc. (incorporated by reference to Exhibit 2.1 to Hearst-Argyles Registration Statement on Form S-4 filed with the SEC on July 30, 1997). | |
(f)
|
Section 262 of the Delaware General Corporation Law (included as Schedule D of the Offer to Purchase filed herewith as Exhibit (a)(1)(i)). | |
(g)
|
None. | |
(h)
|
None. |
6
By: |
/s/
James
M. Asher
|
Title: | Vice President |
By: |
/s/
James
M. Asher
|
Title: | Senior Vice President |
By: |
/s/
James
M. Asher
|
Title: | Senior Vice President |
By: |
/s/
Frank
A. Bennack, Jr.
|
Title: | Trustee |
7
By: |
/s/
David
J. Barrett
|
Title: | President and Chief Executive Officer |
8
Exhibit
|
Description
|
|
(a)(1)(i)
|
Offer to Purchase dated May 4, 2009. | |
(a)(1)(ii)
|
Letter of Transmittal. | |
(a)(1)(iii)
|
Notice of Guaranteed Delivery. | |
(a)(1)(iv)
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(v)
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(vi)
|
Guidelines for Certification of Taxpayer Identification Number on Substitute IRS Form W-9. | |
(a)(1)(vii)
|
Summary Advertisement published in The Wall Street Journal . | |
(a)(1)(viii)
|
Press release, dated March 25, 2009, issued by Hearst (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Hearst with the SEC on March 25, 2009). | |
(a)(1)(ix)
|
Press release, dated April 27, 2009, issued by Hearst (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Hearst with the SEC on April 27, 2009). | |
(a)(2)(i)
|
Solicitation/Recommendation Statement on Schedule 14D-9 dated May 4, 2009. | |
(a)(2)(ii)
|
Letter, dated May 4, 2009, from the special committee of Hearst-Argyle to holders of Shares (incorporated by reference to Exhibit (a)(1) to the Schedule 14D-9). | |
(a)(2)(iii)
|
Press release, dated March 26, 2009, issued by Hearst-Argyle (incorporated by reference to Exhibit (a)(2) to the Schedule 14D-9). | |
(a)(2)(iv)
|
Press release, dated April 13, 2009, issued by Hearst-Argyle (incorporated by reference to Exhibit (a)(3) to the Schedule 14D-9). | |
(a)(2)(v)
|
Press release, dated May 4, 2009, issued by Hearst-Argyle (incorporated by reference to Exhibit (a)(4) to the Schedule 14D-9). | |
(a)(5)(i)
|
Complaint of Paul Schwartz, individually and on behalf of all others similarly situated, against Hearst-Argyle Television, Inc., et al., Index No. 600926/09, filed in the Supreme Court of the State of New York on March 25, 2009. | |
(a)(5)(ii)
|
Complaint of Alan Kahn, individually and on behalf of all others similarly situated, against Hearst-Argyle Television, Inc., et al., Index No. 650163/09, filed in the Supreme Court of the State of New York on March 25, 2009. | |
(a)(5)(iii)
|
Complaint of Stationary Engineers Local 39 Pension Plan, individually and on behalf of all others similarly situated, against Hearst-Argyle Television, Inc., et al., Civil Action No. 4459-VCN, filed in the Court of Chancery of the State of Delaware on March 27, 2009. | |
(a)(5)(iv)
|
Complaint of Karen Chana Kupfer, individually and on behalf of all others similarly situated, against David J. Barrett, et al., Civil Action No. 4460-VCN, filed in the Court of Chancery of the State of Delaware on March 27, 2009. | |
(a)(5)(v)
|
Complaint of Nira Blizinsky, on behalf of herself and all others similarly situated, against Hearst-Argyle Television, Inc., et al., Index No. 650178/09, filed in the Supreme Court of the State of New York on April 1, 2009. | |
(a)(5)(vi)
|
Complaint of Geoffrey Sullivan and Susan Sullivan, individually and on behalf of all others similarly situated, against Frank A. Bennack, et al., Index No. 601101/09, filed in the Supreme Court of the State of New York on April 10, 2009, voluntarily dismissed on April 15, 2009 and re-filed in the Supreme Court of the State of New York on April 28, 2009 (as re-filed, Exhibit (a)(5)(viii) to this Schedule TO). | |
(a)(5)(vii)
|
Order of the Court of Chancery of the State of Delaware dated April 20, 2009 consolidating the Complaint of Stationary Engineers Local 39 Pension Plan, individually and on behalf of all others similarly situated, against Hearst-Argyle Television, Inc., et al., Civil Action No. 4459-VCN, and the Complaint of Karen Chana Kupfer, individually and on behalf of all others similarly situated, against David J. Barrett, et al., Civil Action No. 4460-VCN, as In re Hearst-Argyle Television, Inc. Shareholders Litigation , Civil Action No. 4459-VCN. |
9
Exhibit
|
Description
|
|
(a)(5)(viii)
|
Complaint of Geoffrey Sullivan and Susan Sullivan, individually and on behalf of all others similarly situated, against Frank A. Bennack, et al., Index No. 601298/09, filed in the Supreme Court of the State of New York on April 28, 2009. | |
(a)(5)(ix)
|
Memorandum of Understanding, dated April 30, 2009. | |
(b)
|
None. | |
(c)(i)
|
Materials Prepared for Discussion, dated March 25, 2009, of Lazard Frères & Co. LLC to the Board of Directors of Hearst. | |
(c)(ii)
|
Materials Prepared for Discussion, dated April 21, 2009, as updated on May 3, 2009, of Morgan Stanley & Co. Incorporated to the special committee of Hearst-Argyle. | |
(c)(iii)
|
Opinion of Morgan Stanley & Co. Incorporated to the special committee of Hearst-Argyle (incorporated by reference to Annex C to the Schedule 14D-9). | |
(d)(i)
|
Amended and Restated Agreement and Plan of Merger, dated as of March 26, 1997, by and among The Hearst Corporation, Hat Merger Sub, Inc., Hat Contribution Sub, Inc. and Argyle Television, Inc. (incorporated by reference to Exhibit 2.1 to Hearst-Argyles Registration Statement on Form S-4 filed with the SEC on July 30, 1997). | |
(f)
|
Section 262 of the Delaware General Corporation Law (included as Schedule D of the Offer to Purchase filed herewith as Exhibit (a)(1)(i)). | |
(g)
|
None. | |
(h)
|
None. |
10
1 Year Hearst Argyle Tv Chart |
1 Month Hearst Argyle Tv Chart |
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