- Written communication by the subject company relating to a third party tender offer (SC14D9C)
March 26 2009 - 4:47PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
14D-9
Solicitation/Recommendation
Statement under
Section 14(d)(4) of the Securities Exchange Act of 1934
HEARST-ARGYLE
TELEVISION, INC.
(Name of Subject Company)
HEARST-ARGYLE
TELEVISION, INC.
(Name of Person(s) Filing Statement)
Series A Common Stock, par value $0.01
per share
(Title
of Class of Securities)
422317 10 7
(CUSIP Number of Class of Securities)
Jonathan C. Mintzer, Esq.
Vice President, General Counsel and Corporate Secretary
Hearst-Argyle Television, Inc.
300 West 57
th
St.
New York, NY 10019
(212) 887-6800
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and
Communications on Behalf of the Person(s) Filing Statement)
With Copies to:
Adam O. Emmerich
Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52
nd
Street
New York, New York 10019
(212) 403-1000
x
Check the box if the filing relates solely to
preliminary communications made before the commencement of a tender offer
www.hearstargyle.com
NEWS
HEARST-ARGYLE
TELEVISION RESPONDS TO
ANNOUNCEMENT BY HEARST CORPORATION
New York, New York March 26,
2009 In response to the announcement on Wednesday, March 25 by Hearst
Corporation that it plans to commence a cash tender offer for all outstanding
Hearst-Argyle Television, Inc. (NYSE:
HTV) shares not already owned by Hearst Corporation, Hearst-Argyle
Television said today that Hearst Corporations offer will be considered by a
special committee of independent members of the Board of Directors of
Hearst-Argyle Television.
The committee will include
two Series A directors of Hearst-Argyle Television, Inc.: David Pulver, who has been a director of
Hearst-Argyle Television and a predecessor company, Argyle Television, Inc.,
since 1994, and who is President of Cornerstone Capital Inc., a private
investment firm; and Caroline L. Williams, a director of Hearst-Argyle
Television and of Argyle Television, Inc. since 1994, who is President of
Grey Seal Capital, an investment and consulting firm.
If Hearst Corporation does
commence a tender offer, then within 10 business days following its
commencement, Hearst-Argyle Television will advise stockholders of its position
regarding the offer. Accordingly,
Hearst-Argyle Television stockholders may wish to defer making a determination
with respect to Hearst Corporations offer until they have been advised of
Hearst-Argyle Televisions position with respect to the offer.
Hearst Corporations
proposal to commence a tender offer was not made pursuant to any agreement with
Hearst-Argyle Television.
In light of yesterdays announcement by Hearst, the
Companys Board of Directors has determined to postpone its annual meeting of
stockholders, which was to be held on May 6, 2009.
Notice to stockholders:
The tender offer
referenced in this news release has not commenced. In response to the proposed tender offer, if
commenced, Hearst-Argyle Television will file with the Securities and Exchange
Commission a solicitation/recommendation statement. Stockholders of Hearst-Argyle Television are
strongly advised to read Hearst-Argyle Televisions solicitation/recommendation
statement, if and when it becomes available, regarding the tender offer
referred to in this news release, because it will contain important
information. Stockholders may obtain a
free copy of the solicitation/recommendation statement (if and when it becomes
available) at the SECs web site, www.sec.gov.
Stockholders may also obtain, without charge, a copy of the
solicitation/recommendation statement (if and when it becomes available) by
directing requests to Hearst-Argyle Televisions Investor Relations department.
About Hearst-Argyle
Hearst-Argyle Television, Inc., a leading local media company,
owns 26 television stations, and manages an additional three television and two
radio stations. The Companys television stations reach approximately 18% of
U.S. TV households, making it one of Americas largest television station
groups. Hearst-Argyle also owns 37 websites and currently provides
digital multicast channels, in addition to the main digital channel, in 20
markets, featuring 24-hour weather and entertainment programming.
Hearst-Argyle is majority-owned by Hearst Corporation. The Companys Web
address is www.hearstargyle.com.
FORWARD-LOOKING STATEMENTS
This news release
includes
forward-looking statements. We base these forward-looking
statements on our current expectations and projections about future
events. These forward looking statements generally can be identified by
the use of statements that include phrases such as anticipate, will, may,
likely, plan, believe, expect, intend, project, forecast or other
such similar words and/or phrases.
Actions taken by Hearst Corporation with respect to its proposed offer,
as well as other matters, may cause actual events to differ from those we
describe. Except as required by
applicable law, we undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Contact:
Tom
Campo
Investor
Relations
(212)
590-2464
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