- Written communication by the subject company relating to a third party tender offer (SC14D9C)
April 13 2009 - 2:01PM
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 57th Street
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)
x
Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer
www.hearstargyle.com
NEWS
SPECIAL
COMMITTEE OF HEARST-ARGYLE TELEVISION BOARD APPOINTS
ADVISORS TO
ASSIST IN REVIEW OF HEARST CORPORATION TENDER OFFER
New York, New York April 13, 2009
Hearst-Argyle Television, Inc. (NYSE:
HTV) today announced that the Special Committee of its board of
directors has retained Morgan Stanley as its financial advisor to assist them
in their review of the proposed tender offer announced by Hearst Corporation on
March 25, 2009. Simpson Thacher &
Bartlett LLP has been engaged to provide legal advice to the Special Committee.
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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