-----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, DBjioz8dVtx4lKSXUHYSZ1C49LF54FB2OFAVzZtMMUTofY79LRzILJCV/IU1xmzV O+fxO9zYEkLxco6AS2nTag== 0001005150-99-000531.txt : 19990616 0001005150-99-000531.hdr.sgml : 19990616 ACCESSION NUMBER: 0001005150-99-000531 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990615 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/A SEC ACT: SEC FILE NUMBER: 005-44309 FILM NUMBER: 99646337 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: SMITH DAVID D CENTRAL INDEX KEY: 0001016817 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST STREET STREET 2: C/O SINCLAIR BROADCAST GROUP CITY: BALTIMORE STATE: MD ZIP: 21211-1420 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: C/O SINCLAIR BROADCAST GROUP STREET 2: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211-1420 SC 13D/A 1 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* Sinclair Broadcast Group, Inc. -------------------------------------------------- (Name of Issuer) Class A Common Stock, $.01 par value --------------------------------------------------------- (Title of Class of Securities) 829226 10 9 -------------------------------------------------- (CUSIP Number) J. Duncan Smith, Sinclair Broadcast Group, Inc. 2000 W. 41st Street, Baltimore, Maryland 21211, (410) 467-5005 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 2, 1997 -------------------------------------------------- (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(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 829226 10 9 Page 2 of 10 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) DAVID D. SMITH - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 12,998,529 EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 12,998,529 WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,998,529 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES (SEE INSTRUCTIONS) |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 829226 10 9 Page 3 of 10 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) FREDERICK G. SMITH - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 11,356,171 EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 11,356,171 WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,356,171 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES (SEE INSTRUCTIONS) |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 829226 10 9 Page 4 of 10 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) J. DUNCAN SMITH - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 12,768,321 EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 12,768,321 WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,768,321 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES (SEE INSTRUCTIONS) |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 829226 10 9 Page 5 of 10 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ROBERT E. SMITH - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 10,751,674 EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 10,751,674 WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,751,674 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES (SEE INSTRUCTIONS) |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- This Amendment No. 1 is filed to report changes in the composition of the Group identified in the original filing and to report changes in the beneficial ownership of shares by certain members of the Group. All capitalized terms used without definition have the meaning given them in the original filing. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is filed on behalf of David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith (the "Smiths"), who are members of a group (the "Group"). The Group formerly included Barry Baker, Boston Ventures Limited Partnership IV and Boston Ventures Limited Partnership IVA (together, "Boston Ventures"), but as a result of the termination of obligations under the Voting Agreement, these persons are no longer members of the Group. (b) No change. (c) Robert E. Smith is a director of the Company. The principal occupation of the other Smiths has not changed. (d)-(e) None of the Smiths has, during the last 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. (f) No change. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons entered into the Voting Agreement described in the original filing, pursuant to which they had agreed to vote on certain specified matters. As a result of the disposition by Boston Ventures of its shares of Class A Common Stock and the subsequent termination of the obligations under the Voting Agreement on March 8, 1999, pursuant to its terms, the Voting Agreement is no longer in effect. Messrs. David, Frederick, Duncan and Robert Smith remain subject to the Stockholders Agreement pursuant to which they remain obligated to vote for one another as directors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) The following table sets forth the aggregate number and percentage of shares of Class A Common Stock and Class B Common Stock beneficially owned by each remaining member of the Group as of May 30, 1999. Holders of Class B Common Stock may exchange their shares of Class B Common Stock into Class A Common Stock at any time and therefore each share of Class B Common Stock represents beneficial ownership on one share of Class A Common Stock. Except as noted, each person has sole power to vote or direct the vote and to dispose or direct the disposition of all of the shares set forth below, except that all of the shares are subject to the Stockholders Agreement, and no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. Each of the Smiths disclaims beneficial ownership of the shares beneficially owned by other members of the Group.
Shares of Class B Common Stock Beneficially Owned --------------------------------------- Percent Total Voting Total Voting Name Number of Class Power (a) Power (b) ---- ------ -------- --------- --------- David D. Smith (c) 12,998,528.6372 26.8% 24.3% 3.1% Frederick G. Smith (d) 11,356,171 23.4% 21.3% 2.6% J. Duncan Smith (e) 12,768,321 26.3% 23.9% 3.0% Robert E. Smith (f) 10,751,674 22.1% 20.1% 2.5% Reporting Persons as a group (4 persons) (g) 98.5% 89.7% 49.5%(h)
* Less than 1% (a) Holders of Class A Common Stock are entitled to one vote per share and holders of Class B Common Stock are entitled to ten votes per share except for votes relating to "going private" and certain other transactions. Holders of both classes of Common Stock will vote together as a single class on all matters presented for a vote, except as otherwise may be required by Maryland law, and holders of Class B Common Stock may exchange their shares of Class B Common Stock into Class A Common Stock at any time. This column sets forth the voting power each reporting person has on the matters on which shares of Class B Common Stock have ten votes per share, and the voting power the reporting persons as a group have on such matters. (b) This column sets forth the voting power each reporting person would have on matters on which the shares of Class B Common Stock have ten votes per share if he converted his shares of Class B Common Stock to Class A Common Stock and the other reporting persons did not. This column also shows the voting power the reporting persons as a group would have if they all converted their shares of Class B Common Stock into shares of Class A Common Stock. (c) If David Smith exchanged all his Class B Common Stock for Class A Common Stock, and none of the other Smiths exchanged their shares, he would beneficially own 21.3% of the issued and outstanding Class A Common Stock. (d) Includes 766,176 shares held in irrevocable trusts established by Frederick G. Smith for the benefit of his children and as to which Mr. Smith has the power to acquire by substitution of trust property. Absent such substitution, Mr. Smith would have no power to vote or dispose of the shares. If Frederick Smith exchanged all his Class B Common Stock for Class A Common Stock, and none of the other Smiths exchanged their shares, he would beneficially own 19.1% of the issued and outstanding Class A Common Stock. (e) Includes 860,390 shares held in irrevocable trusts established by J. Duncan Smith for the benefit of his children and as to which Mr. Smith has the power to acquire by substitution of trust property. Absent such substitution, Mr. Smith would have no power to vote or dispose of the shares. If Duncan Smith exchanged all his Class B Common Stock for Class A Common Stock, and none of the other Smiths exchanged their shares, he would beneficially own 21.0% of the issued and outstanding Class A Common Stock. The amount reported excludes 12,760 shares of Class A Common Stock held by members of Duncan Smith's household as to which Mr. Smith denies he has beneficial ownership. (f) Includes 1,465,710 shares held in irrevocable trusts established by Robert E. Smith for the benefit of his children and as to which Mr. Smith has the power to acquire by substitution of trust property. Absent such substitution, Mr. Smith would have no power to vote or dispose of the shares. If Robert Smith exchanged all his Class B Common Stock for Class A Common Stock, and none of the other Smiths exchanged their shares, he would beneficially own 18.3% of the issued and outstanding Class A Common Stock. The amount reported excludes 6,000 shares of Class A Common Stock held by members of Robert Smith's household as to which Mr. Smith denies he has beneficial ownership. (g) Includes all shares identified above. (h) This percentage assumes that 662,350.36 shares of Class B Common Stock held by a former spouse of David D. Smith are also converted to Class A Common Stock. (c) The tables in Exhibit 1 set forth information regarding transactions in shares by the Smiths since the initial filing. (d) Not applicable. (e) Not applicable. 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 and correct. June 11, 1999 /s/ David D. Smith ------------------------------------- David D. Smith /s/ Frederick G. Smith ------------------------------------- Frederick G. Smith /s/ J. Duncan Smith ------------------------------------- J. Duncan Smith /s/ Robert E. Smith ------------------------------------- Robert E. Smith
NUMBER PRICE DATE TYPE OF TRANSACTION OF SHARES PER SHARE ---- ------------------- --------- --------- TRANSACTIONS BY DAVID SMITH 8/2/97 Transfer of Class B Common Stock in divorce settlement 608,458 (1) NA 9/23/97 Sale of Class B Common Stock in underwritten offering (2) 325,000 (1) $34.95 8/2/98 Receipt of Class B Common Stock in divorce settlement 491,380 NA 11/6/98 Gift of Class B Common Stock (2) 36,036 NA 12/23/98 Gift of Class B Common Stock (2) 62,500 NA 1/25/99 Gift of Class B Common Stock (2) 27,397 NA TRANSACTIONS BY FREDERICK SMITH (3) 7/5/96 TO 12/31/96 Sales of Class B Common Stock (2) 199,050 (1) $35.03 6/10/97 to 8/11/97 Sales of Class B Common Stock (2) 138,000 (1) $26.71 9/23/97 Sale of Class B Common Stock in underwritten offering (2) 325,000 (1) $34.95 9/30/97 Sale of Class B Common Stock in underwritten offering (2) 225,000 (1) $34.95 10/29/97 to 12/23/97 Sales of Class B Common Stock (2) 263,500 (1) $40.28 12/23/97 Gift of Class B Common Stock (2) 10,400 (1) NA 12/29/97 Gift of Class B Common Stock (2) 11,749 (1) NA 2/27/98 to 3/13/98 Sales of Class B Common Stock (2) 82,000 (1) $56.17 7/31/98 to 8/4/98 Sales of Class B Common Stock (2) 142,000 $25.72 12/22/98 Gift of Class B Common Stock (2) 183,419 NA TRANSACTIONS BY DUNCAN SMITH 9/18/96 to 10/17/96 Sales of Class B Common Stock (2) 70,000 (1) $42.82 6/26/97 to 7/21/97 Sales of Class B Common Stock (2) 30,000 (1) $33.08 9/23/97 Sale of Class B Common Stock in underwritten offering (2) 325,000 (1) $34.95 10/8/97 Sale of Class B Common Stock (2) 10,500 (1) $38.69 12/18/97 Gift of Class B Common Stock (2) 13,500 (1) NA 1/16/98 to 3/9/98 Sales of Class B Common Stock (2) 101,000 (1) $53.17 8/3/98 to 12/15/98 Sales of Class B Common Stock (2) 75,667 $25.50 12/28/98 Gift of Class B Common Stock (2) 125,000 NA 1/11/99 Sale of Class B Common Stock (2) 21,000 $19.31 5/19/99 Sale of Class B Common Stock (2) 5,100 $14.25 5/19/99 Sale of Class B Common Stock (2) 39,700 $14.19 5/20/99 Sale of Class B Common Stock (2) 5,200 $14.25 TRANSACTIONS BY ROBERT SMITH (4) 7/5/96 to 12/31/96 Sales of Class B Common Stock (2) 302,430 (1) $30.85 6/11/97 to 8/6/97 Sales of Class B Common Stock (2) 172,000 (1) $28.48 9/23/97 Sale of Class B Common Stock in underwritten offering (2) 325,000 (1) $34.95 9/30/97 Sale of Class B Common Stock in underwritten offering (2) 225,000 (1) $34.95 10/29/97 Sale of Class B Common Stock (2) 138,000 (1) $36.25 12/23/97 Gift of Class B Common Stock (2) 127,000 (1) NA 3/9/98 to 3/10/98 Sales of Class B Common Stock (2) 50,000 (1) $56.01 8/3/98 to 12/11/98 Sales of Class B Common Stock (2) 146,000 $24.24 12/30/98 Gift of Class B Common Stock (2) 137,314 NA 1/4/99 to 1/9/99 Sales of Class B Common Stock (2) 362,300 $18.35
- -------------------------------------------------------------------------------- (1) Transaction occurred prior to 2 for 1 stock split on May 28, 1998. (2) Class B shares that were sold or transferred became Class A shares. (3) In addition to the transactions shown here, the number of shares owned has been reduced by 3,000 to adjust the number previously reported. (4) In addition to the transactions shown here, the number of shares owned has been increased by 160 to adjust the number previously reported. -----END PRIVACY-ENHANCED MESSAGE-----