-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PbYXhvyomkJQbGxUAi9P88Go5CbhJNvLRlI2XxHqvcL/f51rtJ2cBzzin1xs0Kn2 KizLgbhPIud6HhSMUB033Q== 0000950130-96-002375.txt : 19960626 0000950130-96-002375.hdr.sgml : 19960626 ACCESSION NUMBER: 0000950130-96-002375 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960625 SROS: NASD GROUP MEMBERS: BANKERS TRUST COMPANY GROUP MEMBERS: BANKERS TRUST INTERNATIONAL PLC GROUP MEMBERS: BANKERS TRUST NEW YORK CORP GROUP MEMBERS: BT SECURITIES CORPORATION GROUP MEMBERS: PYRAMID VENTURES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR BROADCAST GROUP INC CENTRAL INDEX KEY: 0000912752 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 521494660 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44309 FILM NUMBER: 96585525 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 W 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKERS TRUST NEW YORK CORP CENTRAL INDEX KEY: 0000009749 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 136180473 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 280 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122502500 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: BT NEW YORK CORP DATE OF NAME CHANGE: 19671107 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____* ) Sinclair Broadcast Group, Inc.. ------------------------------------------------ (Name of Issuer) Class A Common Stock, $0.01 par value ------------------------------------------------ (Title of Class of Securities) 829266 10 9 ------------------------------------------------------ (CUSIP Number) Mr. James T. Byrne, Jr. Office of the Secretary Bankers Trust New York Corporation 280 Park Avenue, New York, NY 10017 Tel. (212) 250-1869 -------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications May 31 , 1996 * -------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ X ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) __________________ *See Item 1. SCHEDULE 13D CUSIP NO. 829266 10 9 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Pyramid Ventures, Inc. EIN No. 13-3407479 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC (See Item 3) - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ X ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBERS OF 7. SOLE VOTING POWER SHARES 0 BENEFICIALLY _________________________________________________ OWNED BY EACH REPORTING 8. SHARED VOTING POWER PERSON WITH 0 _________________________________________________ 9. SOLE DISPOSITIVE POWER 0 _________________________________________________ 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 829266 10 9 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bankers Trust Company EIN No. 13-4941247 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO (See Item 3) - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ X ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- NUMBERS OF 7. SOLE VOTING POWER SHARES 1,800 BENEFICIALLY ________________________________________________ OWNED BY EACH REPORTING 8. SHARED VOTING POWER PERSON WITH 0 ________________________________________________ 9. SOLE DISPOSITIVE POWER 1,800 ________________________________________________ 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,800 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .02% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON BK, IA - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 829266 10 9 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bankers Trust International plc - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC (See Item 3) - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom - -------------------------------------------------------------------------------- NUMBERS OF 7. SOLE VOTING POWER SHARES 9,707 BENEFICIALLY _________________________________________________ OWNED BY EACH REPORTING 8. SHARED VOTING POWER PERSON WITH 0 _________________________________________________ 9. SOLE DISPOSITIVE POWER 9,707 _________________________________________________ 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,707 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .09% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 829266 10 9 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BT Securities Corporation EIN No. 13-3311934 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC (See Item 3) - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ X ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBERS OF 7. SOLE VOTING POWER SHARES 2,507 BENEFICIALLY _________________________________________________ OWNED BY EACH REPORTING 8. SHARED VOTING POWER PERSON WITH 0 _________________________________________________ 9. SOLE DISPOSITIVE POWER 2,507 _________________________________________________ 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,507 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .02% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON BD - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 829266 10 9 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bankers Trust New York Corporation EIN No. 13-6180473 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC, BK (See Item 3) - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ X ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBERS OF 7. SOLE VOTING POWER SHARES 0/1/ BENEFICIALLY ___________________________________________ OWNED BY 8. SHARED VOTING POWER EACH 0 REPORTING ___________________________________________ PERSON WITH 9. SOLE DISPOSITIVE POWER 0* ___________________________________________ 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0* - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0* - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- /1/*Pyramid Ventures, Inc.and Bankers Trust International plc are indirect wholly-owned subsidiaries of Bankers Trust New York Corporation. Bankers Trust Company and BT Securities, Inc. are direct wholly-owned subsidiaries of Bankers Trust New York Corporation. As a result, Bankers Trust New York Corporation may be deemed to be the indirect beneficial owner of the shares of Common Stock beneficially owned by Pyramid Ventures, Inc., Bankers Trust Company, BT Securities Corporation and Bankers Trust International plc. ITEM 1. SECURITY AND ISSUER. This statement relates to the Class A Common Stock, par value $.01 per share ("Common Stock"), of Sinclair Broadcast Group, Inc., a Maryland ------------ corporation (the "Issuer"). The principal executive offices of the Issuer ------ are located at 2000 W. 41st Street, Baltimore, Maryland 21211. ITEM 2. IDENTITY AND BACKGROUND. Item 2(a) through (c); Item 2(f). -------------------------------- This statement is being filed by (i) Pyramid Ventures, Inc., a Delaware corporation ("Pyramid"), with respect to shares of Common Stock ------- which may be deemed to be beneficially owned by it/1/; (ii) Bankers Trust Company, a New York banking corporation ("BTCo."), with respect to shares of ----- Common Stock beneficially held as fiduciary on behalf of its customers; (iii) Bankers Trust International plc, a United Kingdom company ("BTI") with --- respect to shares of Common Stock beneficially owned by it as principal; (iv) BT Securities Corporation, a Delaware corporation ("BT Securities"), with ------------- respect to shares of Common Stock beneficially owned by it as principal and acquired by it in the ordinary course of business in market making transactions; and (v) Bankers Trust New York Corporation, a New York corporation ("BTNY"), which as a parent of each of Pyramid, BTCo, BTI and BT ---- Securities may be deemed to be the indirect beneficial owner of the shares of Common Stock owned by Pyramid, BtCo.,BTI, and BT Securities. BTCo. is a wholly-owned subsidiary of BTNY Pyramid is an indirect wholly-owned subsidiary of BTNY. BTI is an indirect wholly-owned subsidiary of BTNY through, among other wholly-owned subsidiaries, BTCo. BT Securities is an indirect wholly-owned subsidiary of BTNY. Each of BTCo., BTI and BT Securities is referred to from time to /1/ As described in Item 4, Pyramid is a limited partner in River City Broadcasting, L.P., a Delaware limited partnership (the "Partnership") which ----------- acquired, as described in Item 4, shares of Series A Exchangeable Preferred Stock of the Issuer. Pyramid is also a party to the Consent Agreement, dated as of April 10, 1996, among the parties listed therein (the "Consent ------- Agreement"), also described in Item 4. As a result of being a limited --------- partner in the Partnership and a party to the Consent Agreement, Pyramid may be deemed to be a member of either (i) a "group" with the other parties to the Consent Agreement or (ii) a "group" with the other partners of the Partnership for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations thereunder. Pyramid ------------ hereby specifically disclaims its possible status as a member of a group for purposes of Section 13(d) and disclaims beneficial ownership of any shares of Common Stock beneficially owned by the Partnership or by any other party to the Consent Agreement. time as a "Purchaser". Attached hereto as Annex A is a chart showing the --------- ownership relationship among Pyramid and the Purchasers. The principal business of Pyramid is as an investment firm investing in management buyouts, venture capital opportunities and mezzanine financing. The principal business of BTCo. is as a bank. The principal business of BTI is as a United Kingdom bank. The principal business of BT Securities is as a broker-dealer. BTNY is a registered bank holding company. The address of the principal business and principal office of Pyramid and BT Securities is 130 Liberty Street, New York, New York 10006. The address of the principal business and principal office of BTCo. and of BTNY is 280 Park Avenue, New York, New York 10017. The address of the principal business and principal office of BTI is 1 Appold Street, Broadgate, London, EC2A 2HE. The name, citizenship, business or residence address, principal occupation or employment, and name, principal business and address of any corporation or organization in which such employment is conducted of each director and executive officer of Pyramid, each Purchaser, and BTNY is set forth in Annex B attached hereto and incorporated into this Item 2 by reference. Items 2(d) and (e). ------------------ Except as disclosed in Annex C hereto, none of Pyramid or any Purchaser, or BTNY, or, to the knowledge of Pyramid and each Purchaser, any of the persons identified in Annex B, have during the past five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pyramid is limited partner of River City Broadcasting, L.P. , a Delaware limited partnership (the "Partnership"). Pyramid acquired the ----------- interest in the Partnership on September 3, 1993; funds used in the acquisition came from working capital. Pursuant to the Amended and Restated Asset Purchase Agreement (the "Purchase Agreement"), dated as of April 10, 1996, as amended and restated as ------------------ of May 31, 1996, by and between the Partnership and the Issuer, as assigned to and assumed by certain wholly-owned subsidiaries of the Issuer, the Issuer purchased substantially all of the assets of the Partnership (the "Acquisition"). In partial consideration for the Acquisition, the Issuer ------------ issued an aggregate of 1,150,000 shares of its Series A Exchangeable Preferred Stock (the "Exchangeable Preferred Stock") to the Partnership. The Exchangeable ---------------------------- Preferred Stock is exchangeable, upon certain conditions satisfaction of which are probable, into shares of Series B Convertible Preferred Stock of the Issuer (the "Convertible Preferred Stock"). The Convertible Preferred --------------------------- Stock of the Issuer is convertible at a price of $27.50 per share into approximately 556,346 shares of Common Stock of the Issuer. Pyramid is a party to a Consent Agreement, dated as of April 10, 1996 (the "Consent Agreement"), among certain holders of interests in the ----------------- Partnership. As such, because it may be deemed to be a member of a group consisting of the parties to the Consent Agreement, Pyramid may be deemed for purposes of Rule 16a-1(a)(1) to beneficially own all shares of Series B Convertible Preferred Stock owned by the Partnership and by any of the parties to the Consent Agreement. Two parties to the Consent Agreement, Baker Communications, Inc. and Barry Baker, have the right to acquire and beneficially own an aggregate of 4,873,036 shares of Common Stock (the "BCI --- Shares"). As of June 21, 1996, the BCI Shares constituted 43.7% of the Common ------ Stock issued and outstanding. Pyramid disclaims beneficial ownership of any interest in the BCI Shares and Pyramid's potential status as a beneficial owner of more than 5% of the Common Stock of the Issuer. BTCo. acquired the 1,800 shares of Common Stock reported herein in the open market as fiduciary on behalf of its customers, using customer funds. BTI acquired the 9,707 shares of Common Stock reported herein as principal, using its working capital to acquire such shares of Common Stock. BT Securities acquired the 2,507 shares of Common Stock that it holds on the date hereof in the ordinary course of business in market making transactions. BT Securities used working capital to acquire such shares of Common Stock. ITEM 4. PURPOSE OF TRANSACTION. Shares of the Series A Exchangeable Preferred Stock (and the underlying Common Stock) to which this Statement relates were acquired by the Partnership as partial consideration for substantially all of its assets and will be held for investment purposes, subject to the exchange thereof for Series B Convertible Preferred Stock and subsequent conversion thereof for Common Stock. The Purchasers have acquired the shares of Common Stock reported herein for investment purposes or in connection with market making activities. As of the date of this Statement on Schedule 13D, none of Pyramid or the Purchasers has any present plans or proposals which relate to or would result in the events described in parts (a) through (j) of Item 4 of Schedule 13D, other than the following: 1. The acquisition of the assets of the Partnership by the Issuer was financed in part by a $1.0 billion credit facility arranged by Chase Manhattan Bank, N.A. (the "Credit Facility"). BTCo. is a Managing Agent and --------------- lender in the Credit Facility with a $28 million commitment under the facility. The credit agreement contains various affirmative and negative covenants which restrict the Issuer's business and operations, including the payment of dividends, the acquisition and issuance of equity securities and mergers, consolidations, and sales or other dispositions of assets. 2. Pyramid, BTCo., BT Securities, and BTI expect to evaluate on an ongoing basis the Issuer's financial condition and prospects and their respective interests in, and intentions with respect to, the Issuer. Each of Pyramid and the Purchasers reserves the right to change its plans and intentions at any time, as it deems appropriate. In particular, each of Pyramid, BTCo., BTI and BT Securities may at any time and from time to time acquire additional shares of Common Stock or securities convertible or exchangeable for Common Stock and may dispose of shares of Common Stock. Any such transactions may be effected at any time and from time to time. To the knowledge of Pyramid, BTCo., BTI, and BT Securities, each of the persons listed on Annex B hereto may make the same evaluation and may have the same reservations. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Pyramid is a party to the Consent Agreement with other partners of the Partnership. The other parties include Better Communications, Inc. ("BCI"), Barry Baker ("Baker"), Larry D. Marcus, Marcus --- ----- Investment, L.P., Boston Ventures Limited Partnership IV, Boston Ventures Limited Partnership IVA, BancBoston Capital, Inc., and BancBoston Investments, Inc. (the "Partnership Group"). As of the date hereof, none of ----------------- the parties to the Consent Agreement other than BCI and Baker have the right to acquire any shares of Common Stock or have any beneficial interest in any shares of Common Stock, although Pyramid, because of its affiliate relationship with the Purchasers, may be deemed to have beneficial interest in the shares of Common Stock in which the Purchasers have a beneficial interest. As of June 19, 1996, the aggregate number of shares in which affiliates of Pyramid have a beneficial interest equals 14,014 representing .13% of the issued and outstanding shares of Common Stock. BCI and Baker, together with River City Broadcasting, L.P., have filed a joint Statement on Schedule 13D, pursuant to which they have claimed that Baker may be deemed to beneficially own 4,873,036 shares of Common Stock, which when issued will represent approximately 43.7% of the issued and outstanding shares of Common Stock, and that beneficial ownership of Common Stock may be attributed to the partners of the Partnership which own shares of Common Stock. None of the parties, including Pyramid, are entitled, without the consent of the Partnership's General Partners, to receive any shares of Exchangeable Preferred Stock or Convertible Preferred Stock for two years. (See Exhibit 7.02). Therefore, Pyramid does not have any beneficial interest in the ownership of shares of Common Stock to which the partners of the Partnership may ultimately be entitled to receive. The Consent Agreement which is filed as Exhibit 7.02 hereto is incorporated by reference in this Item 5. Pyramid, and each of the Purchasers as affiliates of Pyramid, specifically disclaims any beneficial ownership of any shares of Common Stock of the Issuer held by members of group consisting of partners of the Partnership or the parties to the Consent Agreement. BTCo. beneficially owns 1,800 shares of Common Stock as fiduciary on behalf of its customers, constituting .02% of the issued and outstanding shares of Common Stock of the Issuer. BTI beneficially owns 9,707 shares of Common Stock as principal, constituting .09% of the issued and outstanding shares of Common Stock of the Issuer. BT Securities beneficially owns 2,507 shares of Common Stock as principal, constituting .02% of the issued and outstanding shares of Common Stock. As a parent of each of the Purchasers, BTNY may be deemed to be the indirect beneficial owner of the shares of Common Stock owned by the Purchasers. To the best knowledge and belief of the Purchasers, none of the persons listed on Annex B hereto beneficially owns any shares of Common Stock. (b) Pyramid cannot vote or direct the vote, or dispose or direct the disposition of any shares of Common Stock of the Issuer. Pyramid disclaims the power to vote or direct the vote, and disclaims the power to dispose or to direct the disposition of, any shares of the Common Stock of the Issuer owned by the other partners of the Partnership or the shares of the Common Stock of the Issuer owned by the other parties to the Consent Agreement. Each Purchaser has sole power to vote and dispose of the shares of Common Stock beneficially owned by it. (c) Annex D hereto sets forth all transactions in shares of Common Stock that were effected during the past sixty days by the persons referred to in paragraph (a). (d) The customers on whose behalf BTCo. holds the shares of Common Stock reported herein have the right to receive the dividends from, or the proceeds from the sale of, such shares of Common Stock. Otherwise, no person other than the persons described in paragraph (a) has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by it. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Pyramid is a party to the Consent Agreement with the other partners of the Partnership as described in Item 4. Pursuant to the Consent Agreement, the parties thereto have agreed to restrict the disposition of shares of the Issuer's Common Stock which may, subject to certain conditions, be distributed to such parties in accordance with the terms of the Partnership Agreement. No Purchaser is a party to any contract, arrangement, understanding or relationship involving the shares of Common Stock. The foregoing description of the Consent Agreement is qualified in its entirety by reference to the Consent Agreement, a copy of which is included herein as Exhibit 7.02, and is specifically incorporated in this Item 6 by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 7.01. Joint filing statement pursuant to Rule 13d-1(f)(1). 7.02. Consent Agreement. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 25, 1996 Signature: BANKERS TRUST NEW YORK CORPORATION By: /s/ James T. Byrne, Jr. ------------------------------------ Name: James T. Byrne, Jr. Title: Senior Vice President ANNEX A BANKERS TRUST NEW YORK CORPORATION Owns 100% of Owns 100% of Owns 100% of BT Securities Corporation BT Holdings (New York), Inc. Bankers Trust Company Owns 100% of Owns 100% of Pyramid Ventures, Inc. Bankers International Corporation Owns 100% of BT Holdings (Europe) Ltd. Owns 100% of BT Holdings (UK) Ltd. Owns 100% of Bankers Trust International plc ANNEX B BANKERS TRUST NEW YORK CORPORATION BANKERS TRUST COMPANY The following sets forth the name, mailing address, occupation or principal business affiliation and citizenship of each director and executive officer of BTNY. Unless otherwise indicated, each individual listed below is also a director or executive officer of BTCo. To the best knowledge and belief of BTNY and BTCo., none of the following persons beneficially owns any shares of Common Stock.
Occupation or Principal Name and Mail Address Business Affiliation Citizenship - --------------------- -------------------- ----------- DIRECTORS --------- George B. Beitzel Retired Senior Vice President and U.S. 29 King Street Director Chappaqua, NY 10514-3432 International Business Machines Corporation Phillip A. Griffiths Chairman U.S. Institute for Advanced Study Institute for Advanced Study Olden Lane Princeton, NJ 08540 William R. Howell Chairman of the Board U.S. J.C. Penney Company, Inc. J.C. Penney Company, Inc. P.O. Box 10001 Dallas, TX 75301-0001 Jon M. Huntsman Chairman and Chief Executive Officer U.S. Huntsman Corporation Huntsman Chemical Corporation 500 Huntsman Way Salt Lake City, UT 84108 Vernon E. Jordan, Jr. Senior Partner U.S. Akin, Gump, Strauss, Hauer & Feld, Akin, Gump, Strauss, Hauer & Feld, LLP LLP 1333 New Hampshire Avenue, N.W. Suite 400 Washington D.C. 20036
Hamish Maxwell Retired Chairman and Chief Executive U.S. Philip Morris Companies, Inc. Officer 100 Park Avenue Philip Morris Companies Inc. New York, NY 10017 Frank N. Newman Chairman of the Board and Chief U.S. Bankers Trust Company Executive Officer and President 130 Liberty Street Bankers Trust Company; New York, NY 10006 Chairman of the Board and Chief Executive Officer and President Bankers Trust New York Corporation N.J. Nicholas Jr. Investor U.S. 15 West 53rd Street, #34F New York, NY 10019 Russell E. Palmer Chairman and Chief Executive Officer U.S. The Palmer Group The Palmer Group 3600 Market Street Suite 530 Philadelphia, PA 19104 Patricia Carry Stewart Former Vice President U.S. Bankers Trust Company The Edna McConnell Clark Foundation c/o Office of the Secretary 130 Liberty Street New York, NY 10006 George J. Vojta Vice Chairman U.S. Bankers Trust Company Bankers Trust Company and 130 Liberty Street Bankers Trust New York Corporation New York, NY 10006 Donald L. Staheli Chairman and Chief Executive Officer U.S. Continental Grain Company United States Continental Grain Company 277 Park Avenue, 50th Floor New York, NY 10172 EXECUTIVE OFFICERS ------------------ Geoffrey M. Fletcher Managing Director and Principal U.S. Bankers Trust Company Accounting Officer 130 Liberty Street Bankers Trust Company; New York, NY 10006 Senior Vice President and Principal Accounting Officer Bankers Trust New York Corporation
Joseph A. Manganello, Jr. Managing Director and Chief Credit U.S. Bankers Trust Company Officer 130 Liberty Street Bankers Trust Company; New York, NY 10006 Executive Vice President and Chief Credit Officer Bankers Trust New York Corporation Richard H. Daniel Managing Director, Chief Financial U.S. Bankers Trust Company Officer and Controller 130 Liberty Street Bankers Trust Company; New York, NY 10006 Executive Vice President, Chief Financial Officer and Controller Bankers Trust New York Corporation Melvin A. Yellin Managing Director and General Counsel U.S. Bankers Trust Company Bankers Trust Company; 130 Liberty Street Executive Vice President and General New York, NY 10006 Counsel Bankers Trust New York Corporation Mark Bieler Managing Director U.S. Bankers Trust Company Bankers Trust Company; 130 Liberty Street Executive Vice President New York, NY 10006 Bankers Trust New York Corporation Christian Marie Yves De Balmann Chairman U.S., France Bankers Trust Company Bankers Trust International PLC; 1 Appold Street Managing Director Broadgate, 4th Floor Bankers Trust Company; London, EC2A 2HE Senior Vice President Bankers Trust New York Corporation R. Kelly Doherty Managing Director U.S. Bankers Trust Company Bankers Trust Company; 130 Liberty Street Senior Vice President New York, NY 10006 Bankers Trust New York Corporation Robert A. Ferguson Executive Vice President Australia Bankers Trust Australia Limited Bankers Trust Australia Limited; Level 15, The Chifley Tower Managing Director 2 Chifley Square Bankers Trust Company; Sydney, N.S.W. 2000 Senior Vice President Australia Bankers Trust New York Corporation Alexander P. Frick Managing Director U.S. Bankers Trust Company Bankers Trust Company; 130 Liberty Street Senior Vice President New York, NY 10006 Bankers Trust New York Corporation
B.J. Kingdon Managing Director U.S. Bankers Trust Company Bankers Trust Company; 130 Liberty Street Senior Vice President New York, NY 10006 Bankers Trust New York Corporation Ian Martin Executive Vice President Australia Bankers Trust Australia Limited Bankers Trust Australia Limited; Level 15, The Chifley Tower Senior Vice President 2 Chifley Square Bankers Trust New York Corporation Sydney, N.S.W. 2000 Australia Rodney A. McLauchlan Managing Director U.S. BT Securities Corporation BT Securities Corporation; 130 Liberty Street Senior Vice President New York, NY 10006 Bankers Trust New York Corporation Timothy S. Rattray Managing Director U.S. Bankers Trust Company Bankers Trust Company; Two Pacific Place Senior Vice President 36th Floor Bankers Trust New York Corporation 88 Queensway Hong Kong J. Edward Virtue Managing Director U.S. BT Securities Corporation BT Securities Corporation; 130 Liberty Street Senior Vice President New York, NY 10006 Bankers Trust New York Corporation
BANKERS TRUST INTERNATIONAL PLC The following sets forth the name, mailing address, occupation or principal business affiliation and citizenship of each director and executive officer of BTI. To the best knowledge and belief of BTI, none of the following persons beneficially owns any shares of Common Stock.
Name and Mail Address Occupation or Principal Citizenship - ----------------------- Business Affiliation ------------ -------------------- Christian Marie Yves Chairman; U.S., France De Balmann Managing Director Bankers Trust Company Bankers Trust Company; 1 Appold Street Senior Vice President Broadgate, 4th Floor Bankers Trust New York Corporation London, EC2A 2HE Philippe Souviron Vice Chairman; France Bankers Trust Company Head of Client Coverage Europe and 1 Appold Street European County Management Broadgate, 4th Floor London, EC2A 2HE Brian R. Cook President and Chief Operating Officer, U.K. Bankers Trust Company Executive Director, Head of Global 1 Appold Street Network Management and Control, Head Broadgate, 4th Floor of Global Real Estate and Security London, EC2A 2HE Achilles O. Macris Executive Director, Head of FX Client U.S. Bankers Trust Company Trading Services 1 Appold Street Broadgate, 4th Floor London, EC2A 2HE Stephen J. Harper Executive Director, Head of Financial Canada Bankers Trust Company Institutions Merchant Bank (Canadian) 1 Appold Street Broadgate, 4th Floor London, EC2A 2HE
Yoav Tamir Executive Director, Head of Market Risk Israel Bankers Trust Company London 1 Appold Street Broadgate, 4th Floor London, EC2A 2HE Nicholas C. Riley Executive Director, Head of Financial U.K. Bankers Trust Company Services Ops. London 1 Appold Street Broadgate, 4th Floor London, EC2A 2HE Paul D. Smith Executive Director, Head of Product U.S. Bankers Trust Company Control, Investment Banking & Risk 1 Appold Street Management Broadgate, 4th Floor London, EC2A 2HE Alan Greatbatch Executive Director, Compliance Officer, U.K. Bankers Trust Company Head of Compliance Europe 1 Appold Street Broadgate, 4th Floor London, EC2A 2HE Nicholas D. Harrison Executive Director, Global Network U.K. Bankers Trust Company Management and Control Europe 1 Appold Street Broadgate, 4th Floor London, EC2A 2HE Andrew M. Graham Executive Director, Controller, U.K. Bankers Trust Company Controller 1 Appold Street Europe Broadgate, 4th Floor London, EC2A 2HE Matthew J. Hale Executive Director, Treasury Europe U.K. Bankers Trust Company 1 Appold Street Broadgate, 4th Floor London, EC2A 2HE William G. Ronai Executive Director, Credit Europe U.S. Bankers Trust Company 1 Appold Street Broadgate, 4th Floor London, EC2A 2HE
Graham Clempson Executive Director, Head of Structured U.K. Bankers Trust Company Finance, London 1 Appold Street Broadgate, 4th Floor London, EC2A 2HE
BT SECURITIES CORPORATION The following sets forth the name, mailing address, occupation or principal business affiliation and citizenship of each director and executive officer of BT Securities. To the best knowledge and belief of BT Securities, none of the following persons beneficially owns any shares of Common Stock.
Name and Mailing Address Occupation or Principal Citizenship ------------------------ Business Affiliation ----------- -------------------- DIRECTORS --------- Howard M. Schneider President and CEO U.S. BT Securities Corporation BT Securities Corporation 130 Liberty Street New York, New York 10006 Marie Bitetti Director, Managing Director U.S. BT Securities Corporation BT Securities Corporation 130 Liberty Street New York, New York 10006 Geralyn A. Fitzgerald Director, Managing Director U.S. BT Securities Corporation BT Securities Corporation 130 Liberty Street New York, New York 10006 Kevin R. Flach Director, Managing Director U.S. BT Securities Corporation BT Securities Corporation 130 Liberty Street New York, New York 10006 David W. Gittings Director, Managing Director U.S. BT Securities Corporation BT Securities Corporation 130 Liberty Street New York, New York 10006 Richard M. Gunthel Director, Managing Director U.S. BT Securities Corporation BT Securities Corporation 130 Liberty Street New York, New York 10006 John P. Hardt Director, Vice President, U.S. BT Securities Corporation Treasurer 130 Liberty Street BT Securities Corporation New York, New York 10006
Terence J. Mogan Director, Managing U.S. BT Securities Corporation Director, 130 Liberty Street Chief Credit Officer New York, New York 10006 BT Securities Corporation Thomas Quane Director, Managing U.S. BT Securities Corporation Director, 130 Liberty Street Controller New York, New York 10006 BT Securities Corporation Peter D. Scutt Director, Managing Director U.S. BT Securities Corporation BT Securities Corporation 130 Liberty Street New York, New York 10006 James E. Virtue Director, Managing Director U.S. BT Securities Corporation BT Securities Corporation 130 Liberty Street New York, New York 10006 Frank Vulpi Director, Managing U.S. BT Securities Corporation Director, 130 Liberty Street Chief Operating Officer New York, New York 10006 BT Securities Corporation John R. Zacamy Director, Managing Director U.S. BT Securities Corporation BT Securities Corporation 130 Liberty Street New York, New York 10006
PYRAMID VENTURES, INC. The following sets forth the name, mailing address, occupation or principal business affiliation and citizenship of each director and executive officer of Pyramid Ventures, Inc. To the best knowledge and belief of Pyramid Ventures, none of the following persons beneficially owns any shares of Common Stock.
Occupation or Principal Name and Mail Address Business Affiliation Citizenship --------------------- --------------------- ----------- DIRECTORS --------- Joseph T. Wood President and Director, U.S. Bankers Trust Company Pyramid Ventures, Inc.; 130 Liberty Street, 25th Floor Senior Vice President, Bankers Trust New York, NY 10006 New York Corporation Joseph A. Manganello, Jr. Vice President and Director, U.S. Bankers Trust Company Pyramid Ventures, Inc.; 130 Liberty Street Managing Director and Chief Credit New York, NY 10006 Officer, Bankers Trust Company; Executive Vice President and Chief Credit Officer, Bankers Trust New York Corporation Brian Talbot Director, Secretary and Treasurer, U.S. Bankers Trust Company Pyramid Ventures, Inc. 130 Liberty Street New York, NY 10006
ANNEX C BTCo., BTNY and BT Securities Corporation are subject to a Written Agreement, dated December 4, 1994 (the "Written Agreement"), with the Federal ----------------- Reserve Bank of New York and a Memorandum of Understanding, dated December 21, 1994 (the "Memorandum"), with the New York State Banking Department. The --------- Written Agreement and Memorandum are described in BTNY's Forms 8-K, dated December 4, 1994 and January 19, 1994, respectively. These Forms 8-K are hereby incorporated by reference into this Annex C. BT Securities is also subject to an Order, dated December 22, 1994, of the Securities and Exchange Commission and an Order dated December 22, 1994, of the Commodity Futures Trading Commission. These Orders are included in and described in BTNY's Form 8-K, dated December 22, 1994. This Form 8-K is hereby incorporated by reference into this Annex C. ANNEX D Except as set forth below, none of Pyramid, BTCo., BTI or BT Securities had any transactions in shares of Common Stock within the last 60 days. BT Securities in the ordinary course of business makes a market in the shares of Common Stock and had the following transactions in shares of Common Stock during the sixty days prior to the filing of this Schedule 13D. All of such transactions were made in the open market and for cash. Trade Date Transaction Quantity Price ---------- ----------- -------- ------- 11-Apr-1996 Purchase 12000 31.5417 11-Apr-1996 Sale 11150 31.0325 12-Apr-1996 Purchase 12000 31.3177 12-Apr-1996 Sale 13500 31.9259 15-Apr-1996 Purchase 3525 32.6312 16-Apr-1996 Purchase 76 32.5000 16-Apr-1996 Sale 1000 33.5000 17-Apr-1996 Sale 2000 33.5000 17-Apr-1996 Purchase 4075 34.0613 18-Apr-1996 Sale 300 33.5000 19-Apr-1996 Purchase 10000 33.4375 19-Apr-1996 Sale 12186 33.6372 22-Apr-1996 Sale 3000 35.8333 22-Apr-1996 Purchase 1000 36.6250 23-Apr-1996 Sale 3100 36.6774 23-Apr-1996 Purchase 4000 36.8125 26-Apr-1996 Sale 1000 37.5000 29-Apr-1996 Purchase 2000 38.2500 29-Apr-1996 Sale 1000 38.0000 30-Apr-1996 Sale 2100 38.0000 Trade Date Transaction Quantity Price ---------- ----------- -------- ------- 01-May-1996 Sale 2200 38.2955 01-May-1996 Purchase 2500 37.7500 02-May-1996 Purchase 10500 40.0119 02-May-1996 Sale 12405 40.3025 03-May-1996 Purchase 8000 40.9375 03-May-1996 Sale 7400 41.9088 06-May-1996 Sale 3000 42.2500 06-May-1996 Purchase 5000 42.0000 08-May-1996 Sale 48 42.2500 09-May-1996 Sale 400 42.2500 13-May-1996 Sale 500 41.7500 13-May-1996 Purchase 1400 40.6071 14-May-1996 Purchase 100 40.2500 15-May-1996 Purchase 170 40.2500 15-May-1996 Sale 25 41.7500 22-May-1996 Purchase 1100 40.2500 23-May-1996 Sale 1000 40.5000 28-May-1996 Purchase 3000 38.5833 29-May-1996 Purchase 8100 35.1512 29-May-1996 Sale 10413 35.9482 30-May-1996 Sale 1300 37.2500 31-May-1996 Purchase 100 37.0000 03-Jun-1996 Purchase 25000 37.5000 03-Jun-1996 Sale 19100 37.7952 04-Jun-1996 Purchase 6900 37.5000 04-June-1996 Sale 2400 38.0000 Trade Date Transaction Quantity Price ---------- ----------- -------- ------- 05-June-1996 Sale 2500 37.6250 07-June-1996 Purchase 1000 37.0000 07-June-1996 Sale 5400 37.3079 11-June-1996 Purchase 200 37.2500 12-June-1996 Sale 4000 37.8438 12-June-1996 Purchase 1500 37.2500 14-June-1996 Sale 500 38.7500 20 June 1996 Purchase 800 38.750 EXHIBIT INDEX DOCUMENT - -------- 7.01. Joint filing statement pursuant to Rule 13d-1(f)(1). 7.02. Consent Agreement, dated as of April 10, 1996. EX-99.7.01 2 JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(F)(1) EXHIBIT 7.01 JOINT FILING STATEMENT Pursuant to Rule 13d-1(f)(1), each of the undersigned hereby consents to the joint filing of a statement on Schedule 13D with respect to shares of Class A Common Stock, $0.01 par value, of Sinclair Broadcasting Group, Inc., on behalf of each of them. Date: June 25, 1996 Signature: BANKERS TRUST NEW YORK CORPORATION By: /s/ James T. Byrne, Jr. ----------------------------------- Name: James T. Byrne, Jr. Title: Senior Vice President Signature: PYRAMID VENTURES, INC. By: /s/ Brian Talbot ----------------------------------- Name: Brian Talbot Title: Secretary/Treasurer Signature: BANKERS TRUST COMPANY By: /s/ James T. Byrne, Jr. ----------------------------------- Name: James T. Byrne, Jr. Title: Senior Vice President Signature: BANKERS TRUST INTERNATIONAL PLC . By: /s/ James T. Byrne, Jr. ----------------------------------- Name: James T. Byrne, Jr. Title: Senior Vice President Signature: BT SECURITIES CORPORATION By: /s/ Thomas Quane ____________________________________ Name: Thomas Quane Title: Controller EX-99.7.02 3 CONSENT AGREEMENT (EFFECTIVE DATE 4/10/96) EXHIBIT 7.02 CONSENT AGREEMENT ----------------- THIS CONSENT AGREEMENT ("Agreement") is executed as of June 7, 1996, but is dated and effective as of the 10th day of April, 1996, by and among Better Communications, Inc. ("General Partner"), Barry Baker ("Baker"), Larry D. Marcus ("Marcus"), Marcus Investments, L.P., Boston Ventures Limited Partnership IV ("BVIV"), Boston Ventures Limited Partnership IVA ("BVIVA") (BVIV and BVIVA referred to collectively as "BV"), BancBoston Capital, Inc. ("BBC"), BancBoston Investments Inc. ("BBI") (BBC and BBI referred to collectively as "BancBoston") and Pyramid Ventures, Inc. ("Pyramid"). RECITALS: -------- A. Pursuant to the terms of the Amended and Restated Asset Purchase Agreement (the "Purchase Agreement"), dated as of April 10, 1996 and amended and restated as of May 31, 1996, by and between River City Broadcasting, L.P., a Delaware limited partnership (the "Partnership") and Sinclair Broadcast Group, Inc., a Maryland corporation ("SBG"), the Partnership acquired on May 31, 1996 (the "Closing Date") shares of Exchangeable Preferred Stock (as defined in the Purchase Agreement) which is exchangeable, upon certain conditions, into shares of Convertible Preferred Stock of SBG. B. The parties hereto desire to set forth their agreement generally regarding the disposition of shares of Convertible Preferred Stock. E. Capitalized terms used herein which are not otherwise defined shall have the meaning set forth in the Second Amended and Restated Agreement of Limited Partnership of River City Broadcasting, L.P. dated as of September 3, 1993, as amended (the "Partnership Agreement"). NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. The parties hereto agree that the Partnership shall hold and not distribute to the Partners the Exchangeable Preferred Stock; provided that if the Exchangeable Preferred Stock (as defined in the Purchase Agreement) has not been exchanged for the Convertible Preferred Stock (as defined in the Purchase Agreement) within 24 months after Closing, the General Partner may distribute the Exchangeable Preferred Stock to the Partners in accordance with the terms of the Partnership Agreement, as amended by the Fourth Amendment, subject to compliance with applicable securities laws (including without limitation, requiring Partners to deliver to Sinclair Broadcast Group, Inc. such representation letters and stockholders questionnaires as it may reasonably request) and subject to the provisions of Exhibit A hereto. 2. The parties hereto agree that following receipt of the Convertible Preferred Stock, the Partnership shall distribute such stock to the Partners in accordance with the terms of the Partnership Agreement, as amended by the Fourth Amendment, subject to compliance with applicable securities laws (including without limitation, requiring Partners to deliver to Sinclair Broadcast Group, Inc. such representation letters and stockholders questionnaires as it may reasonably request) and subject to the provisions of Exhibit A hereto. 3. Each of the parties hereto agree that dispositions of the stock in Sinclair Broadcast Group, Inc. (whether Exchangeable, Preferred, Convertible Preferred Stock or Common Stock) and exercise of registration rights in connection therewith shall be governed by the provisions of Exhibit A hereto. 4. Assignments. This Agreement shall not be assigned by any party ----------- hereto without the prior written consent of the other parties; provided that without the consent of the other parties, this Agreement may be assigned to (i) any Person controlling, controlled by, or under common control with the assigning party; and (ii) the estate or executors, conservators, legatees or heirs of a party hereto. 5. Further Assurances. Subject to the terms and conditions of this ------------------ Agreement, from time to time after the date hereof, each party hereto will use commercially reasonable efforts to take, or cause to be taken, all such actions and to do or cause to be done, all things, necessary, proper or advisable under applicable laws and regulations to consummate and make effective the matters contemplated hereby, including executing and delivering such documents as the other party being advised by counsel shall reasonably request in connection with this Agreement. 6. Notices. All notices, demands and other communications which may ------- or are required to be given hereunder or with respect hereto shall be in writing, shall be delivered personally or sent by nationally recognized overnight delivery service, charges prepaid, or by registered or certified mail, return-receipt requested, or by facsimile transmission, and shall be deemed to have been given or made when personally delivered, the next business day after delivery to such overnight delivery service, when dispatched by facsimile transmission, five (5) days after deposited in the mail, first class postage prepaid as set forth on Exhibit B hereto. 7. Captions. The captions of this Agreement are for convenience -------- only, and shall not control or affect the meaning or construction of any of the provisions of this Agreement. 8. Law Governing. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, ------------- AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE WITHOUT REFERENCE TO ITS PRINCIPLES OF CONFLICT OF LAWS. 9. Counterparts. This Agreement may be executed in two (2) or more ------------ counterparts, and all counterparts so executed shall constitute one (1) agreement binding on all of the parties hereto, notwithstanding that all the parties are not signatory to the same counterpart. IN WITNESS WHEREOF, the parties hereto have set their hands as of the day and year written above. BETTER COMMUNICATIONS, INC. By: /S/ BARRY BAKER ------------------- Name: Barry Baker Title: President /S/ BARRY BAKER ---------------------------------------- BARRY BAKER /S/ LARRY D. MARCUS ---------------------------------------- LARRY D. MARCUS MARCUS INVESTMENTS, L.P. By: /S/ LARRY D. MARCUS ------------------------------ Larry D. Marcus, General Partner BOSTON VENTURES LIMITED PARTNERSHIP IV By: Boston Ventures Company Limited Partnership IV, General Partner By: /S/ ROY F. COPPEDGE III ------------------------------ Name: Roy F. Coppedge III Title: General Partner BOSTON VENTURES LIMITED PARTNERSHIP IV-A By: Boston Ventures Company Limited Partnership IV, General Partner By: /S/ ROY F. COPPEDGE III ------------------------------ Name: Roy F. Coppedge III Title: General Partner BANCBOSTON CAPITAL, INC. By: /S/ SANFORD ANSTEY ------------------------------ Name: Sanford Antsey Title: Managing Director BANCBOSTON INVESTMENTS, INC. By: /S/ SANFORD ANSTEY ------------------------------ Name: Sanford Antsey Title: Managing Director PYRAMID VENTURES, INC. By: /S/ JOSEPH T. WOOD ------------------------------ Name: Joseph T. Wood Title: President EXHIBIT A Limitations on Disposition of Stock ----------------------------------- 1. (a) For two years after the closing under the Asset Purchase Agreement, unless the General Partner and BV otherwise agree to a shorter period then, subject to the provisions of Paragraph 1(b) below, the Partnership will hold (i) all Exchangeable Preferred Stock and (ii) all Convertible Preferred Stock attributable to the interests in the Partnership held by the parties to the Consent Agreement, and the General Partner, with BV approval, will make all decisions regarding (1) conversion of the Convertible Preferred Stock; (2) registration pursuant to the Registration Rights Agreement and/or disposition of the Exchangeable Preferred Stock, Convertible Preferred Stock and any underlying common stock and any common stock held by Barry Baker from time to time; and (3) any exercise of voting, put or other rights under or relating to the Exchangeable Preferred Stock or the Convertible Preferred Stock. The Convertible Preferred Stock for partners other than the parties to the Consent Agreement may be distributed to such partners in accordance with their interests in the Partnership in accordance with the provisions of the Partnership Agreement, as determined by the General Partner with the consent of BV. (b) During the two year period referred to in clause (a) above, if a party to the Consent Agreement requests a distribution of such party's share of Convertible Preferred Stock in connection with a proposed sale of such stock by such party to be consummated within 10 days following receipt of stock certificates by such party evidencing the common stock into which such Convertible Preferred Stock has been converted, which conversion shall have been promptly requested by such party, the General Partner and BV shall consider such request and shall grant such request unless the General Partner and BV, acting in good faith, determine that such sale (taking into account participation by other parties to the Consent Agreement in such distribution and subsequent sale) would have a material detrimental impact upon the price of the Class A common stock of Sinclair Broadcast Group, Inc.; provided that if subsequent conversion and sale of the stock do not take place within such 10 day period, the stock shall be returned to the Partnership and shall again be subject to the provisions hereof. If such request is granted or deemed granted pursuant to paragraph 7, the Partnership will give the other parties to the Consent Agreement an opportunity to participate in such distribution subject to the same conditions as provided in the preceding sentence. (c) The General Partner and BV shall use reasonable business efforts to effect a distribution to the parties to the Consent Agreement prior to the expiration of the two year period referred to in clause (a) above, so long as: (i) the General Partner and BV shall not in good faith determine that it could have a material adverse effect upon any of the parties; (ii) the parties to the Consent Agreement execute documentation satisfactory to the General Partner and BV that provides to the parties to the Consent Agreement in effect substantially identical rights as provided for herein and without imposing any additional material obligations, restrictions or material adverse effect on any party hereto, including pursuant to any applicable securities laws; (iii) compliance with the letter agreement referred to in Paragraph 8 below; and (iv) compliance with all applicable securities and other laws (including, without limitation, the Hart-Scott-Rodino Act). 2. At the end of two years after the closing under the Asset Purchase Agreement, the Exchangeable Preferred Stock, the Convertible Preferred Stock and any other stock of Sinclair Broadcast Group, Inc. held by the Partnership shall be distributed (i) to the partners of the Partnership in the case of the Exchangeable Preferred Stock; (ii) to the parties to the Consent Agreement in the case of the Convertible Preferred Stock; and (iii) to the appropriate parties based on ownership interests in the case of any other stock of Sinclair Broadcast Group, Inc. held by the Partnership at any time, subject to compliance with applicable securities and other laws, including provision of representation letters and stockholder questionnaires to Sinclair Broadcast Group, Inc., as it may reasonably request. 3. In addition to sales pursuant to Paragraph 1(b) above, for a period of three months after the second anniversary of the closing under the Asset Purchase Agreement, holders of such stock may sell in a public sale or sales (including a sale pursuant to Rule 144 under the Securities Act of 1933 but excluding Rule 144A transactions of the type described in Paragraph 5 below) an amount for such holder, during the three month period, that shall not exceed, for all such sales by such holder during such period, 50,000 shares or such greater number of shares as the General Partner and BV shall approve. 4. In addition to the rights under Paragraph 3 above, upon receipt of the stock from the Partnership, holders of more than 1,000,000 of the shares of common stock at the time of exercise, subject to the terms of the Registration Rights Agreement, exercise a right to cause an underwritten public offering of shares; provided that all other holders of stock received from the Partnership shall have the right to piggyback on such demand and all holders of shares (including the party initiating the offering) shall have the right to sell shares on a proportionate basis based on the number of shares of stock held by each participating party to the total shares of all such participating parties 5. Any private sale of stock or sale of stock to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933) in a transaction not reported by NASDAQ shall be conditioned upon the transferee becoming a party to this Consent Agreement and to be bound by the terms of the Consent Agreement, pursuant to documentation reasonably approved by the General Partner. Any such sale shall not be subject to the provisions of Paragraph 1(b) above. 6. Without changing their respective ownership interests in the Partnership, if requested by BBI and BBC, the Partnership shall distribute to such parties cash and securities to which such parties are entitled in such proportion as designated in writing by such parties to the Partnership. 7. Without imposing any obligation upon the Partnership to distribute any Convertible Preferred Stock held by the Partnership if the General Partner and BV do not consent to such distribution by the Partnership, if a party to the Consent Agreement requests in writing a distribution of such party's share of the Convertible Preferred Stock, unless the General Partner or BV affirmatively notifies such requesting party that it will not consent to such distribution within 10 days of receipt of such written request, the Partnership shall distribute such requesting party's share of the Convertible Preferred Stock to such party. 8. Any distribution of stock hereunder shall be subject to compliance with the Letter Agreement with Sinclair Broadcast Group, Inc. relating to Sinclair's right to make a first offer with respect to the Exchangeable Preferred Stock or Convertible Preferred Stock. 9. All references in this Exhibit A to Exchangeable Preferred Stock or Convertible Preferred Stock shall be deemed to include stock issued upon exchange or conversion thereof unless the context otherwise requires. The provisions of this Exhibit A shall also apply to shares of common stock held by Barry Baker from time to time. 10. The parties agree to notify one another promptly with respect to any matter which could reasonably be expected to give rise to a filing or other requirement by such other parties under applicable federal or state securities laws. EXHIBIT B NOTICES Better Communications, Inc. 1215 Cole Street St. Louis, Missouri 63106 Telephone: (314) 259-5700 Telecopy: (314) 259-5709 Mr. Barry Baker 1215 Cole Street St. Louis, Missouri 63106 Telephone: (314) 259-5700 Telecopy: (314) 259-5709 Mr. Larry Marcus 1215 Cole Street St. Louis, Missouri 63106 Telephone: (314) 259-5700 Telecopy: (314) 259-5709 Boston Ventures IV-A Investment Corporation 21 Custom House Street Boston, MA 02110 Telephone: (617) 737-3700 Telecopy: (617) 737-3709 Boston Ventures IV-A Investment Corporation 21 Custom House Street Boston, MA 02110 Telephone: (617) 737-3700 Telecopy: (617) 737-3709 BancBoston Capital Inc. 100 Federal Street Boston, MA 02110 Telephone: (617) 434-2200 Telecopy: (617) 434-1153 BancBoston Investments, Inc. 100 Federal Street Boston, MA 02110 Telephone: (617) 434-2200 Telecopy: (617) 434-1153 Pyramid Ventures, Inc. 130 Liberty Street 31st Floor New York, New York 10006 Telephone: (212) 250-9560 Telecopy: (212) 250-7651 -----END PRIVACY-ENHANCED MESSAGE-----