Exhibit 1.2
HEARST-ARGYLE TELEVISION, INC.
("COMPANY")
DEBT SECURITIES
TERMS AGREEMENT
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January 8, 1998
To: X.X. Xxxxxx Securities Inc.,
as Representative of the Underwriters identified herein
Dear Sirs:
The undersigned agrees to sell to the several Underwriters named in
Schedule A hereto for their respective accounts, and the Underwriters agree to
purchase, on and subject to the terms and conditions of the Underwriting
Agreement dated November 7, 1997 (the "Underwriting Agreement"), the following
securities (the "Offered Securities") on the following terms:
TITLE: 7% Senior Notes due January 15, 2018.
PRINCIPAL AMOUNT: $200,000,000.
INTEREST: 7% per annum, from January 13, 1998, payable semiannually on
July 15 and January 15, commencing July 15, 1998, to holders of record on the
preceding July 1 or January 1, as the case may be.
MATURITY: January 15, 2018.
OPTIONAL REDEMPTION: The Offered Securities will be redeemable as a whole
or in part, at the option of the Company at any time, at a redemption price
equal to the greater of (i) 100% of their principal amount or (ii) the sum of
the present values of the remaining scheduled payments of principal and interest
thereon discounted to the date of redemption on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Yield plus 15
basis points, plus accrued interest to the date of redemption.
SINKING FUND: None.
LISTING: None.
DELAYED DELIVERY CONTRACTS: None.
DENOMINATIONS: $1,000
RATING: Baa3/BBB-
RANK: The Offered Securities will be unsubordinated and unsecured
obligations of the Company ranking parri passu with all existing and future
unsubordinated and unsecured obligations of the Company.
PURCHASE PRICE: 98.012% of principal amount, plus accrued interest, if
any, from January 13, 1998.
EXPECTED REOFFERING PRICE: 98.887% of principal amount, subject to change
by the Representative.
CLOSING: 9:00 A.M. on January 13, 1998, at Xxxxxx & Xxxxx, 000 Xxxx
Xxxxxx, Xxx Xxxx, XX 00000, in Federal (same day) funds.
SETTLEMENT AND TRADING: Book-Entry Only via DTC. The Offered Securities
will trade in DTC's Same Day Funds Settlement System.
BLACKOUT: None.
NAME AND ADDRESS OF REPRESENTATIVE: X.X. Xxxxxx Securities Inc., 00 Xxxx
Xxxxxx, Xxx Xxxx, XX 00000.
The respective principal amounts of the Offered Securities to be purchased
by each of the Underwriters are set forth opposite their names in Schedule A
hereto.
The provisions of the Underwriting Agreement are incorporated herein by
reference.
For purposes of Section 6 of the Underwriting Agreement, the only
information furnished to the Company by any Underwriter for use in the
Prospectus consists of the following information in the Prospectus: (i) the last
paragraph at the bottom of the prospectus supplement cover page concerning the
terms of the offering by the Underwriters; (ii) the legend concerning over-
allotments and stabilizing 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 and
fifth paragraphs thereunder; (iv) the disclosure under the caption "Notice to
Canadian Residents"in the prospectus supplement; and (v) the names of the
Underwriters contained on the cover page and on the back coverage of the
prospectus supplement.
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If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to the Company one of the counterparts hereof, whereupon
it will become a binding agreement between the Company and the several
Underwriters in accordance with its terms.
Very truly yours,
X.X. XXXXXX SECURITIES INC.
By: /s/ Xxxxxxxx Xxxxx
-----------------------------
Name: Xxxxxxxx Xxxxx
Title: Managing Director
Acting on behalf of itself and as the
Representative of the several Underwriters.
The foregoing Terms Agreement
is hereby confirmed and accepted
as of the date first above written.
HEARST-ARGYLE TELEVISION, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Senior Vice President/Corporate
Development, General Counsel and Secretary
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SCHEDULE A
PRINCIPAL AMOUNT OF
UNDERWRITER 2018 NOTES
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X.X. Xxxxxx Securities Inc.................... $ 50,000,000
Credit Suisse First Boston Corporation........ 50,000,000
Xxxxxx Xxxxxxx & Co. Incorporated............. 50,000,000
Salomon Brothers Inc.......................... 50,000,000
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Total...................................... $200,000,000
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