EXHIBIT 1.4
HEARST-ARGYLE TELEVISION, INC.
(a Delaware corporation)
Series A Common Stock
TERMS AGREEMENT
---------------
November 5, 1997
Hearst-Argyle Television, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Hearst Argyle Television Inc., a Delaware corporation (the "Company"),
hereby confirms its agreement with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated ("Xxxxxxx Xxxxx") and each of the other Underwriters named below
(collectively, the "U.S. Underwriters") for which Xxxxxxx Xxxxx, Credit Suisse
First Boston Corporation, X.X. Xxxxxx Securities Inc. and Xxxxxx Xxxxxxx & Co.
Incorporated are acting as representatives, and the U.S. Underwriters hereby
confirm their respective agreements with the Company, with respect to (i) the
sale to the U.S. Underwriters by the Company of the respective numbers of shares
of Series A Common Stock, par value $.01 per share, of the Company ("Series A
Common Stock") set forth below; (ii) the purchase by the U.S. Underwriters,
acting severally and not jointly, of the respective numbers of shares of Series
A Common Stock set forth opposite its name below, and (iii) the grant by the
Company to the U.S. Underwriters, acting severally and not jointly, of the
option to purchase all or any part of 480,000 additional shares of Series A
Common Stock to cover over-allotments, if any. The aggregate 3,200,000 shares
of Series A Common Stock (the "Initial U.S. Securities") to be purchased by the
U.S. Underwriters and all or any part of the 480,000 shares of Series A Common
Stock subject to the option (the "U.S. Option Securities") are hereinafter
called, collectively, the "U.S. Securities." We also understand that the
Company proposes to reserve 200,000 shares of Initial U.S. Securities for sale
by the U.S. Underwriters to certain directors, officers, employees and other
persons associated with the Company or the Hearst Corporation. This Terms
Agreement and the related purchase agreement attached hereto as Annex I are
collectively referred to as the "U.S. Purchase Agreement."
It is understood that the Company is concurrently entering into an
agreement dated the date hereof (the "International Purchase Agreement" and,
together with the U.S. Purchase Agreement, the "Underwriting Agreements")
providing for the offering by the Company of an aggregate of 800,000 shares of
Series A Common Stock (the "Initial International Securities") through
arrangements with certain underwriters outside the United States and Canada (the
"International Underwriters" and, collectively with the U.S. Underwriters, the
"Underwriters") for which Xxxxxxx Xxxxx International, Credit Suisse First
Boston (Europe) Limited, X.X. Xxxxxx Securities Ltd., Xxxxxx Xxxxxxx & Co.
International Limited and Xxxxxxx Xxxxx Securities Inc. are acting as managers,
and the grant by the Company to the International Underwriters, acting severally
and not jointly, of an option to purchase all or any part of the International
Underwriters' pro rata portion of up to 120,000 additional shares of Series A
Common Stock solely to cover over-allotments, if any (the "International Option
Securities"). It is understood that the Company is not obligated to sell and
the Underwriters are not obligated to purchase, any Initial U.S. Securities
unless all of the Initial International Securities are contemporaneously
purchased by the International Underwriters.
The U.S. Underwriters and the International Underwriters will concurrently
enter into an Intersyndicate Agreement of even date herewith (the
"Intersyndicate Agreement") providing for the coordination of certain
transactions among the Underwriters under the direction of Xxxxxxx Xxxxx (in
such capacity, the "Global Coordinator").
Number of
Initial
U.S.
U.S. Underwriters Securities
----------------------------------------- ----------
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated 545,000
Credit Suisse First Boston Corporation 545,000
X.X. Xxxxxx Securities Inc. 545,000
Xxxxxx Xxxxxxx & Co. Incorporated 545,000
Bear, Xxxxxxx & Co. Inc. 60,000
BT Alex. Xxxxx Incorporated 60,000
Xxxxxxxxx, Lufkin & Xxxxxxxx Securities
Corporation 60,000
X.X. Xxxxxxx & Sons, Inc. 60,000
Xxxxxx Xxxx LLC 60,000
Xxxxxxx, Sachs & Co. 60,000
Lazard Freres & Co. LLC 60,000
Xxxxxx Brothers Inc. 60,000
NationsBanc Xxxxxxxxxx Securities, Inc. 60,000
2
Number of
Initial
U.S.
U.S. Underwriters Securities
----------------------------------------- ----------
Xxxxx Xxxxxx Incorporated 60,000
Prudential Securities Incorporated 60,000
Salomon Brothers Inc. 60,000
Xxxxxxxx & Co. Inc. 60,000
Xxxxx Xxxxxx Inc. 60,000
Southwest Securities, Inc. 60,000
Xxxxxxxxxxx Xxxxxxx Securities, Inc. 60,000
Arneson, Kercheville, Xxxxxxxxx &
Associates, Inc. 30,000
Gabelli & Company, Inc. 30,000
---------
Total 3,200,000
=========
The U.S. Securities shall have the following terms:
Series A Common Stock
---------------------
Number of Initial U.S. Securities
offered by the Company: 3,200,000
Number of U.S. Option Securities: 480,000
Initial public offering price per share: $ 27.00
Purchase price per share: $ 25.79
Listing requirements: Nasdaq National Market
Black-out Provisions
--------------------
Ninety (90) days from the Closing Time for the Company black-out period in
section 3(k) of the U.S. Underwriting Agreement. Exceptions: (1) with the
prior written consent of Xxxxxxx Xxxxx and (2) (A) the issuance of Series B
Common Stock by the Company, (B) the issuance of shares of Series A Common Stock
by the Company in connection with acquisition transactions in which recipients
of such shares are restricted from selling such shares until the expiration of
90 days from the date of this Terms Agreement, (C) upon the exercise of
outstanding options or the grant of options under the Company's stock option
plans or compensation arrangements, and (D) upon the conversion of the Company's
Series A Preferred Stock.
3
Lock-up
-------
Ninety (90) days from the date of this Terms Agreement with respect to each
of the following individuals/entities: Exceptions: (1) with the prior written
consent of Xxxxxxx Xxxxx and (2) in the case of directors and officers of the
Company, for the exercise by such individuals of outstanding options.
Xxx Xxxxxx
Xxxx Xxxxxxxxx
Xxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxxxxxx
Xxxx X. Xxxxxx
Xxxxx X. Xxxxx
Xxxx Xxxxxxx
Xxxxx X. Xxxxxxx, Xx.
Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx III
Xxxxxx X. Xxxxxx III
Xxxxxxx X. Xxxxxx
Xxxxx Xxxxxx
Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxxxxx
Xxxxx Xxxxx
Xxxxx Manhattan Investment Holdings, L.P.
Merchant GP, Inc.
Crescent/Mach I Partners, L.P.
Credit Suisse First Boston Fund Investments 1995, L.P.
Credit Suisse First Boston Fund Investments 1994, L.P.
The Hearst Corporation
Closing date and location: November 12, 1997;
Xxxxxx & Xxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Notices to the Underwriters shall be directed to Xxxxxxx Xxxxx, and
notices to the Company shall be directed to it at 000 Xxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, attention of Xxxx X. Xxxxxx.
All of the provisions contained in the document attached as Annex I hereto
entitled "HEARST-ARGYLE TELEVISION, INC.--Series A Common Stock--Purchase
Agreement" are hereby incorporated by reference in their entirety herein and
shall be deemed to be a part of this Terms Agreement to the same extent as if
such provisions had been set forth in full herein.
For purposes of Sections 6 and 7 of the Underwriting Agreements, the only
information furnished to the Company by any Underwriter for use in the
Prospectus consists of the following information: (i) the last paragraph at the
bottom of the
4
A-5
prospectus supplement cover page concerning the terms of the offering by the
Underwriters; (ii) the legends concerning over-allotments and stabilizing and
passive market-making on the inside front cover page of the prospectus
supplement; (iii) all paragraphs and tabular information under the caption
"Underwriting" in the prospectus supplement, except for the first, second,
third, sixth, seventh, eighth and ninth paragraphs thereunder; and (iv) the
names of the Underwriters contained on the cover page and on the back cover page
of the prospectus supplement.
Please accept this offer no later than five o'clock P.M. (New York City
time) on Wednesday, November 5, 1997, by signing a copy of this Terms Agreement
in the space set forth below and returning the signed copy to us.
Very truly yours,
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
By /s/ Xxxxx Xxxxxxxx
---------------------------------
Authorized Signatory
Acting on behalf of itself and
the other U.S. Underwriters.
Accepted:
HEARST-ARGYLE TELEVISION, INC.
By: /s/ Xxxx X. Xxxxxx
---------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President/
Corporate Development
General Counsel and
Secretary
