David Pulver and Caroline Williams -- both executives at investment firms -- have been on the boards of Hearst-Argyle and predecessor operation Argyle Television for 15 years.
As a two-person special committee, they will consider Hearst Corp.'s proposal to purchase the remaining shares it doesn't already own in the station group at $4 per share. Hearst Corp., with extensive holdings in magazines and newspapers, owns 82% of Hearst-Argyle.
In 2007, Pulver and Williams each received $150,000 to assess Hearst Corp.'s $23.50-a-share offer. They eventually recommended that shareholders reject it. Hearst Corp. withdrew the offer.
Once Hearst Corp. makes its expected bid in mid-April, the full board of directors -- after considering Pulver and Williams' positions -- will advise shareholders which way to go within 10 days.
Hearst-Argyle, which manages 29 stations, has seen its share price increase over the past two days to only 18 cents above the would-be $4 offer price -- an indication that investors might favor a sale.
Hearst Corp. has signaled that Private Capital Management, run by well-known media investor Bruce Sherman and owner of some 7 million shares, is in favor of the Hearst Corp. offer.
Hearst-Argyle's 52-week high was $24.50.
That was $1 above the offer Pulver and Williams recommended against in 2007. But since then, the station business has been hit hard by the advertising downturn. Last year, Hearst-Argyle saw revenues drop and posted a loss.
Hearst Corp. has said that taking Hearst-Argyle private with its high level of debt would help the station group "more readily be able to navigate the troubled waters."
Hearst-Argyle owns a stake in a company that develops Web sites for local stations in addition to its portfolio of stations from coast to coast.