- Tender offer statement by Third Party (SC TO-T)
04 Maio 2009 - 2:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER
SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT
OF 1934
HEARST-ARGYLE
TELEVISION, INC.
(Name
of Subject Company (Issuer))
HEARST BROADCASTING, INC.
(Offeror)
a wholly-owned subsidiary of
HEARST HOLDINGS, INC.
a wholly-owned subsidiary of
THE HEARST CORPORATION
a wholly-owned subsidiary of
THE HEARST FAMILY TRUST
HEARST-ARGYLE TELEVISION, INC.
(Issuer)
(Names of Filing Persons
(identifying status as offeror, issuer and other person))
Series A Common Stock, par value $0.01 per share
(Title of Class of Securities)
422317 10 7
(CUSIP Number of Class of
Securities)
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Eve B. Burton
The Hearst Corporation
300 West 57th Street
New York, New York 10019
(212) 649-2045
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Jonathan C. Mintzer
Hearst-Argyle Television, Inc.
300 West 57th Street
New York, New York 10019
(212) 887-6800
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(Name, address, and telephone
numbers of persons authorized to receive notices and
communications on behalf of filing persons)
Copies to:
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John A. Healy
Kathleen L. Werner
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
(212) 878-8000
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Charles I. Cogut
Sean D. Rodgers
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
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Calculation
of Filing Fee:
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Transaction
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Amount of
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Valuations(1)
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Filing Fee(2)
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$
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78,541,655
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$
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4,383
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(1)
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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.
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(2)
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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.
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o
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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.
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Amount Previously Paid: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
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o
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
þ
third
party tender offer subject to
Rule 14d-1.
o
issuer
tender offer subject to
Rule 13e-4.
þ
going-private
transaction subject to
Rule 13e-3.
o
amendment
to Schedule 13D under
Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender
offer:
o
2
This Tender Offer Statement and
Rule 13e-3
Transaction Statement filed under cover of Schedule TO (as
amended and supplemented, the Schedule TO)
relates to the offer by Hearst Broadcasting, Inc., a Delaware
corporation (Hearst Broadcasting), to purchase all
outstanding shares of Series A Common Stock, par value
$0.01 per share (the Shares), of Hearst-Argyle
Television, Inc., a Delaware corporation
(Hearst-Argyle), not owned by Hearst Broadcasting,
upon the terms and subject to the conditions set forth in the
Offer to Purchase dated May 4, 2009 (the Offer to
Purchase), and in the related Letter of Transmittal
(which, together with any amendments or supplements thereto,
collectively constitute the Offer).
All capitalized terms used in this Schedule TO without
definition have the meanings ascribed to them in this
Schedule TO or the Offer to Purchase.
Hearst-Argyle takes no responsibility for the accuracy or
completeness of any information contained in the Offer to
Purchase or related Letter of Transmittal or incorporated by
reference from such documents into this Schedule TO or for any
failure by Hearst to disclose events or circumstances that may
have occurred and may affect the significance, completeness or
accuracy of such information.
Hearst takes no responsibility for the accuracy or completeness
of any information contained in the Solicitation/Recommendation
Statement on Schedule 14D-9 (as amended and supplemented,
the Schedule 14D-9) filed by Hearst-Argyle with
the Securities and Exchange Commission on May 4, 2009, or
incorporated by reference into the Schedule 14D-9 (except to the
extent incorporated by reference to the Offer to Purchase), or
for any failure by Hearst-Argyle to disclose events or
circumstances that may have occurred and may affect the
significance, completeness or accuracy of such information.
Items 1
through 9, 11 and 13.
(1) The information in the Offer to Purchase, a copy of
which is attached hereto as Exhibit (a)(1)(i), is incorporated
herein by reference and is supplemented by the information
specifically provided herein.
(2) The information in the
Schedule 14D-9,
a copy of which is attached hereto as Exhibit (a)(2)(i), is
incorporated herein by reference and is supplemented by the
information specifically provided herein.
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Item 10
.
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Financial
Statements
.
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(a) Financial statements for the offeror are not material
because the consideration offered consists solely of cash, the
Offer is not subject to any financing condition and the Offer is
for all outstanding securities of the subject class.
(b) Pro forma financial information is not material to the
Offer.
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Item 13
.
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Information
Required by
Schedule 13E-3
.
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Item 2.
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Subject
Company Information.
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The information set forth in the
Schedule 14D-9
under Item 1 Subject Company Information is
incorporated herein by reference.
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Item 3.
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Identity
and Background of Filing Person.
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The information set forth in the
Schedule 14D-9
under Item 2 Identity and Background of Filing
Person and Annex A is incorporated herein by
reference.
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Item 4.
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Terms
of the Transaction.
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(e) The information set forth in the
Schedule 14D-9
under Item 8 Additional InformationProvisions
for Unaffiliated Security Holders is incorporated herein
by reference.
3
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements.
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(a) The information set forth in the
Schedule 14D-9
under Item 3 Past Contacts, Transactions,
Negotiations and AgreementsCertain Arrangements between
Hearst-Argyle and its Executive Officers, Directors and
Affiliates is incorporated herein by reference.
(b) The information set forth in the
Schedule 14D-9
under Item 3 Past Contacts, Transactions,
Negotiations and AgreementsCertain Arrangements between
Hearst-Argyle and Hearst and its Affiliates and
Item 4 The Solicitation or
RecommendationBackground of the Offer is
incorporated herein by reference.
(c) The information set forth in the
Schedule 14D-9
under Item 3 Past Contacts, Transactions,
Negotiations and AgreementsCertain Arrangements between
Hearst-Argyle and Hearst and its Affiliates, Item 4
The Solicitation or RecommendationBackground of the
Offer and Item 7 Purposes of the Transaction
and Plans or Proposals is incorporated herein by reference.
(e) The information set forth in the
Schedule 14D-9
under Item 3 Past Contacts, Transactions,
Negotiations and AgreementsCertain Agreements between
Hearst-Argyle and its Executive Officers, Directors and
Affiliates is incorporated herein by reference.
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Item 7.
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Purposes,
Alternatives, Reasons and Effects.
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The information set forth in the
Schedule 14D-9
under Item 4 The Solicitation or
RecommendationPosition of Special Committee,
Item 4 The Solicitation or
RecommendationBackground of the Offer and
Item 4 The Solicitation or
RecommendationReasons for the Position is
incorporated herein by reference.
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Item 8.
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Fairness
of the Transaction.
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The information set forth in the
Schedule 14D-9
under Item 4 The Solicitation or
RecommendationPosition of the Special Committee,
Item 4 The Solicitation or RecommendationBackground
of the Offer, Item 4 The Solicitation or
RecommendationReasons for the Position and Item 5
Persons/Assets Retained, Employed, Compensated or
Used is incorporated herein by reference.
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Item 9.
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Reports,
Opinions, Appraisals and Negotiations.
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The information set forth in the
Schedule 14D-9
under Item 4 The Solicitation or
RecommendationBackground of the Offer, Item 4
The Solicitation or RecommendationReasons for the
Position, Item 4 The Solicitation or
RecommendationOpinion and Presentation of Financial
Advisor to the Special Committee and Item 5
Persons/Assets Retained, Employed, Compensated or
Used is incorporated herein by reference.
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Item 10.
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Source
and Amount of Funds or Other Considerations.
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(c) The information set forth in the
Schedule 14D-9
under Item 5 Persons/Assets, Retained, Employed,
Compensated or Used is incorporated herein by reference.
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Item 11.
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Interest
in Securities of the Subject Company.
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The information set forth in the
Schedule 14D-9
under Item 3 Past Contacts, Transactions,
Negotiations and AgreementsCertain Arrangements between
Hearst-Argyle and its Executive Officers, Directors and
Affiliates and Item 6 Interests in Securities
of the Subject Company is incorporated herein by reference.
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Item 12.
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The
Solicitation or Recommendation.
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The information set forth in the
Schedule 14D-9
under Item 4 The Solicitation or
RecommendationIntent to Tender is incorporated
herein by reference.
4
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Item 13.
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Financial
Statements.
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(a) The information set forth in the Offer to Purchase
under The OfferSection 7. Certain Information
Concerning Hearst-Argyle is incorporated herein by
reference.
(b) Pro forma financial information is not material to the
Offer.
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Item 14.
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Persons/Assets,
Retained, Employed, Compensated or Used.
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The information set forth in the
Schedule 14D-9
under Item 5 Persons/Assets, Retained, Employed,
Compensated or Used is incorporated herein by reference.
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(a)(1)(i)
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Offer to Purchase dated May 4, 2009.
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(a)(1)(ii)
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Letter of Transmittal.
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(a)(1)(iii)
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Notice of Guaranteed Delivery.
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(a)(1)(iv)
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Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(1)(v)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(1)(vi)
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Guidelines for Certification of Taxpayer Identification Number
on Substitute IRS
Form W-9.
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(a)(1)(vii)
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Summary Advertisement published in
The Wall Street
Journal
.
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(a)(1)(viii)
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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).
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(a)(1)(ix)
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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).
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(a)(2)(i)
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Solicitation/Recommendation Statement on
Schedule 14D-9
dated May 4, 2009.
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(a)(2)(ii)
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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).
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(a)(2)(iii)
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Press release, dated March 26, 2009, issued by
Hearst-Argyle (incorporated by reference to Exhibit (a)(2)
to the
Schedule 14D-9).
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(a)(2)(iv)
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Press release, dated April 13, 2009, issued by
Hearst-Argyle (incorporated by reference to Exhibit (a)(3)
to the
Schedule 14D-9).
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(a)(2)(v)
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Press release, dated May 4, 2009, issued by Hearst-Argyle
(incorporated by reference to Exhibit (a)(4) to the
Schedule 14D-9).
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(a)(5)(i)
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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.
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(a)(5)(ii)
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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.
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(a)(5)(iii)
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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.
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(a)(5)(iv)
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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.
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(a)(5)(v)
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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.
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(a)(5)(vi)
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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).
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5
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(a)(5)(vii)
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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.
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(a)(5)(viii)
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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.
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(a)(5)(ix)
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Memorandum of Understanding, dated April 30, 2009.
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(b)
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None.
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(c)(i)
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Materials Prepared for Discussion, dated March 25, 2009, of
Lazard Frères & Co. LLC to the Board of Directors
of Hearst.
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(c)(ii)
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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.
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(c)(iii)
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Opinion of Morgan Stanley & Co. Incorporated to the special
committee of Hearst-Argyle (incorporated by reference to Annex C
to the
Schedule 14D-9).
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(d)(i)
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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).
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(f)
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Section 262 of the Delaware General Corporation Law
(included as
Schedule D
of the Offer to Purchase
filed herewith as Exhibit (a)(1)(i)).
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(g)
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None.
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(h)
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None.
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6
SIGNATURE
After due 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.
HEARST BROADCASTING, INC.
Name: James M. Asher
HEARST HOLDINGS, INC.
Name: James M. Asher
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Title:
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Senior Vice President
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THE HEARST CORPORATION
Name: James M. Asher
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Title:
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Senior Vice President
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THE HEARST FAMILY TRUST
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By:
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/s/
Frank
A. Bennack, Jr.
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Name: Frank A. Bennack, Jr.
Date: May 4, 2009
7
SIGNATURE
After due 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.
HEARST-ARGYLE TELEVISION, INC.
Name: David J. Barrett
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Title:
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President and Chief Executive Officer
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Date: May 4, 2009
8
EXHIBIT INDEX
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|
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Exhibit
|
|
Description
|
|
(a)(1)(i)
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Offer to Purchase dated May 4, 2009.
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(a)(1)(ii)
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Letter of Transmittal.
|
(a)(1)(iii)
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Notice of Guaranteed Delivery.
|
(a)(1)(iv)
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Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(1)(v)
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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
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