Argyle Television and Hearst Broadcasting Group Merger Completed; Preliminary Election Results Announced.NEW YORK--(BUSINESS WIRE)--Sept. 2, 1997--Hearst-Argyle Television Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :HATV), formerly Argyle Television Inc. (NASDAQ:ARGL), announced that the combination of the Broadcasting Group of The Hearst Corp. and Argyle Television was completed on Aug. 29. As part of this transaction, Argyle's name was changed to Hearst-Argyle Television Hearst-Argyle Television, Inc., is a broadcasting company in the United States. Hearst-Argyle is majority-owned by the New York City-based Hearst Corporation, and holds joint ventures in television production with NBC Universal Television Distribution, has an Internet partnership Inc. and its stock symbol was changed to HATV. In the transaction, the Argyle stockholders had the right to elect, for each share of Argyle stock held either (i) $26.50 in cash; (ii) a mixed consideration of $13.25 in cash and 0.5 share of Hearst-Argyle Television Series A Common Stock; or (iii) one share of Hearst-Argyle Television Series A Common Stock. The elections were subject to proration Proration A situation during a corporate action in which the available cash or shares are not sufficient to satisfy the offers tendered by shareholders. Therefore, a proportion of both cash and shares is granted for each offer tendered. in the event aggregate cash elected exceeded approximately $160 million or was less than approximately $100 million. Aggregate cash elected was less than $100 million, and therefore those stockholders making the stock election will have this election prorated. Based on preliminary election results, (i) stockholders making the cash election will receive $26.50 in cash for each share for which a cash election was made; (ii) stockholders making the mixed election will receive $13.25 in cash and 0.5 share of Hearst- Argyle Television Series A Common Stock for each share for which a mixed election was made; and (iii) stockholders making the stock election will receive approximately 0.8485 share of Hearst-Argyle Television Series A Common Stock and approximately $4.01 in cash for each share for which a stock election was made. As part of the merger, Bob Marbut assumes the title of chairman and co-chief executive officer of Hearst-Argyle Television; John G. Conomikes is president and co-chief executive officer; and David J David J. Haskins (b. April 24, 1957, in Northampton, England) is a British alternative rock musician. He was the bassist for the seminal gothic rock band Bauhaus. Life and work . Barrett is executive vice president and chief operating officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. . "The launch of Hearst-Argyle Television is truly exciting," Marbut said. "The industry is poised for rapid consolidation, and Hearst-Argyle is extremely well positioned to capitalize on this opportunity." "The size and market reach of Hearst-Argyle will give us greater strength in our relationships with our affiliated networks, program suppliers and other partners," Conomikes added. "We will have the capability of growing quickly and competing effectively in this dynamic industry." The Hearst-Argyle television stations reach approximately 11.6 percent of U.S. TV households and comprise the third-largest non-network-owned television station group in the United States in terms of audience delivered. Hearst-Argyle Television, based in New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. , owns and operates network-affiliated television stations WCVB-TV, the ABC ABC in full American Broadcasting Co. Major U.S. television network. It began when the expanding national radio network NBC split into the separate Red and Blue networks in 1928. affiliate in Boston; WTAE-TV, the ABC affiliate in Pittsburgh; WBAL-TV, the NBC NBC in full National Broadcasting Co. Major U.S. commercial broadcasting company. It was formed in 1926 by RCA Corp., General Electric Co. (GE), and Westinghouse and was the first U.S. company to operate a broadcast network. affiliate in Baltimore; WLWT-TV, the NBC affiliate in Cincinnati; WISN-TV, the ABC affiliate in Milwaukee; KMBC-TV, the ABC affiliate in Kansas City, Mo.; KOCO-TV, the ABC affiliate in Oklahoma City; WNAC-TV, the Fox affiliate in Providence, R.I.; WDTN-TV, the ABC affiliate in Dayton, Ohio; KITV-TV, the ABC affiliate in Honolulu; WAPT-TV, the ABC affiliate in Jackson, Miss.; and KHBS-TV, the ABC affiliate in Fort Smith, Ark., and its satellite KHOG-TV, the ABC affiliate in Fayetteville, Ark. Hearst-Argyle Television also owns and operates Hearst-Argyle Television Productions, formerly Hearst Broadcasting Productions, which is engaged in the production of programming for cable networks and broadcast stations. In addition, Hearst-Argyle Television provides management services for WWWB-TV, the WB affiliate in Tampa, Fla.; WPBF-TV, the ABC affiliate in West Palm Beach, Fla.; KCWB-TV, the WB affiliate in Kansas City, Mo.; and two radio stations, WBAL-AM and WIYY-FM, Baltimore. These managed stations, other than KCWB KCWB Kansas City Westport Belt (railroad) , which is operated through a local marketing agreement, will continue to be owned by The Hearst Corp., which itself remains privately held. In accordance with the order of the Federal Communications Commission Federal Communications Commission (FCC), independent executive agency of the U.S. government established in 1934 to regulate interstate and foreign communications in the public interest. approving the transaction, WNAC-TV in Providence, R.I., will be divested because of an overlap with WCVB-TV in Boston and WDTN-TV in Dayton, Ohio, will be divested because of an overlap with WLWT-TV in Cincinnati. Hearst-Argyle Television's Series A Common Stock trades on the NASDAQ National Market System under the trading symbol Trading symbol See: Ticker symbol "HATV." CONTACT: Hearst-Argyle Television Inc., New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of Thomas W. Campo, 212/765-9601 or 212/649-2147 |
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