-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, KrXJRG/heAkee2qLvQs9D7a3kSK+MFXfJp64s2qlPhuJG/zi9Jm3/ygNz+sJVkSu kxNVr6MleIUwLu73IC1ZOQ== 0000005907-95-000001.txt : 19950109 0000005907-95-000001.hdr.sgml : 19950109 ACCESSION NUMBER: 0000005907-95-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950105 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIN BROADCASTING CORP CENTRAL INDEX KEY: 0000059498 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 620673800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-11563 FILM NUMBER: 95500416 BUSINESS ADDRESS: STREET 1: 1150 CONNECTICUT AVENUE NW STREET 2: 4TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20036 BUSINESS PHONE: 2068281902 MAIL ADDRESS: STREET 1: 1150 CONNECTICUT AVENUE NW STREET 2: 4TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 32 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2123875400 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 39 )* LIN Broadcasting Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 0005327630 (CUSIP Number) Marilyn J. Wasser Andrew A. Quartner AT&T Corp. McCaw Cellular Communications, Inc. 32 Avenue of the Americas 1150 Connecticut Ave., NW New York, NY 10013-2412 Washington, DC 20036 (212) 387-5400 (202) 223-9222 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 4, 1995 (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 the statement [ ]. (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.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are 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). (Continued on following page(s)) SCHEDULE 13D CUSIP No. 0005327630 1. Name of Reporting Person: AT&T Corp. SS or IRS Identification No. of Above Person: 13-4924710 2. Check the appropriate box if a member of a group: (a) [ ] (b) [ ] 3. SEC USE ONLY 4. Source of Funds: OO 5. Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e): [ ] 6. Citizenship or place of organization: New York Number of shares beneficially owned by each reporting person with: 7. Sole voting power: 26,989,500 (Indirectly through its control of McCaw Cellular Communications, Inc.) 8. Shared voting power: None 9. Sole dispositive power: 26,989,500 (Indirectly through its control of McCaw Cellular Communications, Inc.) 10. Shared dispositive power: None 11. Aggregate amount beneficially owned by each reporting person: 26,989,500 12. Check box if the aggregate amount in row (11) excludes certain shares: [ ] 13. Percent of class represented by amount in row (11): 52.0% 14. Type of reporting person: CO SCHEDULE 13D CUSIP No. 0005327630 1. Name of Reporting Person: McCaw Cellular Communications, Inc. SS or IRS Identification No. of Above Person: 91-1379052 2. Check the appropriate box if a member of a group: (a) [ ] (b) [ ] 3. SEC USE ONLY 4. Source of Funds: AF 5. Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e): [ ] 6. Citizenship or place of organization: Delaware Number of shares beneficially owned by each reporting person with: 7. Sole voting power: 26,989,500 (Indirectly through its control of MMM Holdings, Inc.) 8. Shared voting power: None 9. Sole dispositive power: 26,989,500 (Indirectly through its control of MMM Holdings, Inc.) 10. Shared dispositive power: None 11. Aggregate amount beneficially owned by each reporting person: 26,989,500 12. Check box if the aggregate amount in row (11) excludes certain shares: [ ] 13. Percent of class represented by amount in row (11): 52.0% 14. Type of reporting person: CO SCHEDULE 13D CUSIP No. 0005327630 1. Name of Reporting Person: MMM Holdings, Inc. SS or IRS Identification No. of Above Person: 2. Check the appropriate box if a member of a group: (a) [ ] (b) [ ] 3. SEC USE ONLY 4. Source of Funds: AF 5. Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e): [ ] 6. Citizenship or place of organization: Delaware Number of shares beneficially owned by each reporting person with: 7. Sole voting power: 26,989,500 8. Shared voting power: None 9. Sole dispositive power: 26,989,500 10. Shared dispositive power: None 11. Aggregate amount beneficially owned by each reporting person: 26,989,500 12. Check box if the aggregate amount in row (11) excludes certain shares: [ ] 13. Percent of class represented by amount in row (11): 52.0% 14. Type of reporting person: CO Schedule 13D Restated The undersigned amends the Schedule 13D filing made on April 7, 1988, as amended, with regard to the Common Stock, par value $0.01 per share of LIN Broadcasting Corporation, a Delaware corporation ("LIN" or "the Issuer"), as set forth below. Unless otherwise indicated, capitalized terms contained herein shall have the meanings ascribed to them in the prior filings on Schedule 13D. Item 1 - Security and Issuer The class of securities to which this statement relates is the Common Stock, par value $0.01 per share (the "Common Stock"), of the Issuer including the associated Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of May 2, 1988, as amended, between the Issuer and Manufacturers Hanover Trust Company, as Rights Agent (the Common Stock and Rights, so long as they are not redeemed, together are referred to herein as the "Shares"). The principal executive offices of the Issuer are located at 5295 Carillon Point, Kirkland, Washington 98033. Item 2 - Identity and Background This Statement is being filed by AT&T Corp., a New York corporation ("AT&T"), McCaw Cellular Communications, Inc., a Delaware corporation ("McCaw"), and MMM Holdings, Inc., a Delaware corporation ("MMM"). AT&T, McCaw and MMM are referred to herein collectively as the "Reporting Persons". The address of the principal office of AT&T is 32 Avenue of the Americas, New York, New York 10013. The address of the principal office of McCaw and MMM is 5400 Carillon Point, Kirkland, Washington 98033. AT&T is principally engaged in global information movement and management, financial services and leasing. McCaw is principally engaged in the business of providing cellular communication services. MMM was formed for the purpose of holding investment securities and conducts no other business. McCaw is a wholly owned subsidiary of AT&T and MMM is a wholly owned subsidiary of McCaw. The name, business address, present principal occupation and citizenship of each executive officer and director of each of the Reporting Persons are set forth in Appendix A hereto. During the last five years none of the Reporting Persons nor, to the best knowledge of each of them, any of their respective executive officers or directors has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was 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 violations with respect to such laws. Item 3 - Source and Amount of Funds or Other Consideration The Shares reported as beneficially owned in Item 5 hereof were acquired by McCaw during the period from April 1988 through March 1990. During the period from April 1988 until March 1, 1990, McCaw acquired 5,089,500 Shares through open- market purchases. On March 5, 1990, McCaw, through its wholly-owned subsidiary MMM, completed a tender offer pursuant to which it acquired 21,900,000 Shares. Neither McCaw nor MMM has acquired any Shares since the completion of the tender offer. On September 19, 1994, AT&T acquired all of the outstanding shares of McCaw in a merger in exchange for shares of AT&T common stock. Neither AT&T nor any of its subsidiaries has acquired any Shares except indirectly through its acquisition of McCaw in such merger. The amount of funds used in making the purchases of the Shares reported as beneficially owned in Item 5 hereof was approximately $3,637,824,302, including commissions. McCaw and MMM received the funds to make such purchases through sales of stock and issuance of indebtedness during the period from April 1988 through March 1990. Item 4 - Purpose of Transaction McCaw and MMM originally acquired certain of the Shares owned by them for investment. The remainder of the Shares were obtained pursuant to a tender offer completed on March 5, 1990 (the "Tender Offer") pursuant to which MMM acquired 21,900,000 shares. In the Tender Offer McCaw obtained control of the Issuer subject to certain ongoing obligations set forth in the Private Market Value Guarantee, dated as of December 11, 1989, a copy of which is attached as Exhibit 99.1 (the "PMVG"). In addition to the rights and obligations of McCaw in the PMVG as described below, the Reporting Persons intend to review on a continuing basis their investment in the Issuer and may increase such investment. The extent of any such increase would depend upon the price and availability of the Issuer's securities, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations, and other factors, including the obtaining of any necessary regulatory approvals. In addition, the Reporting Persons may decide to decrease their investment in the Issuer, depending upon their continuing review of such investment and various other factors including those mentioned above. As described in Item 6 below, on January 1, 1995 (the "Initiation Date") a process commenced under the PMVG to determine the private market value per Share (the "Private Market Price"). After the Private Market Price is determined in accordance with the procedures set forth in the PMVG, McCaw will have 45 days to decide whether it desires to proceed with an acquisition of all the public Shares (an "Acquisition") at that price, subject to the approval of the LIN public shareholders. (See Item 6.) The PMVG defines the private market value per Share as "the private market price per Share (including control premium) that an unrelated third party would pay if it were to acquire all outstanding Shares (including the Shares held by McCaw and its affiliates) in an arm's-length transaction, assuming that LIN was being sold in a manner designed to attract all possible participants (including the Regional Bell Operating Companies) and to maximize stockholder value, including if necessary through the sale or other disposition (including tax-free spin-offs, if possible) of businesses prohibited by legal restrictions to be owned by any particular buyer or class of buyers (e.g., the Regional Bell Operating Companies)." Under the PMVG, the Private Market Price will be determined, using this definition, by an appraiser designated by McCaw and an appraiser designated by the Independent Directors (as defined in Item 6 below) of LIN and, if necessary, by a third appraiser. On January 4, 1995, AT&T and McCaw announced that Morgan Stanley & Co. Incorporated ("Morgan Stanley") will serve as McCaw's appraiser under the PMVG. Also on January 4, 1995, the Independent Directors announced that Lehman Brothers Inc. ("Lehman Brothers") and Bear, Stearns & Co. ("Bear Stearns") will serve jointly as the Independent Directors' appraiser under the PMVG. AT&T and McCaw have not made any decision on whether McCaw should proceed with an Acquisition. If the Private Market Price is set at a level that AT&T and McCaw believe, in their sole discretion, is reasonable, AT&T and McCaw expect that McCaw would seek to proceed with an Acquisition. If the Private Market Price is set at a level that AT&T and McCaw believe, in their sole discretion, is not reasonable, AT&T and McCaw expect that McCaw would not proceed with an Acquisition. If McCaw does not proceed with an Acquisition, the PMVG provides that McCaw will put the Issuer in its entirety up for sale under the direction of the Independent Directors. Any such sale would also be subject to the approval of the LIN public shareholders. The press release of AT&T and McCaw issued on January 4, 1995, announcing that Morgan Stanley will serve as McCaw's appraiser under the PMVG, is attached hereto as Exhibit 99.2. Item 5 - Interest in Securities of Issuer (a) MMM owns directly 26,989,500 Shares, representing approximately 52.0% of the total number of Shares outstanding. None of the other Reporting Persons owns any Shares. To the best knowledge of the Reporting Persons, no director or executive officer of any of the Reporting Persons beneficially owns any Shares, except for Wayne M. Perry, Vice Chairman of McCaw, who owns 900 Shares and has options to purchase 59,100 Shares, and Tom A. Alberg, Executive Vice President of McCaw, who owns 11,370 Shares and has options to purchase 100,000 Shares, all as of the date hereof. (b) MMM has the sole power to vote, or to direct the vote, and the sole power to dispose of, or to direct the disposition of, the Shares owned by it. Because they control MMM, the other Reporting Persons could be deemed to exercise indirect sole power to vote and dispose of the Shares. (c) There have been no transactions in the Shares effected by the Reporting Persons during the past 60 days. (d) No person other than MMM has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by MMM. (e) Not applicable. Item 6 - Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer With the exception of the PMVG, neither the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of the executive officers and directors of the Reporting Persons, has any contracts, arrangements, understanding or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits, or loss, or the giving or withholding or proxies. The PMVG provides among other things that, for as long as McCaw and its affiliates beneficially own in the aggregate at least 25% of the outstanding shares of the Issuer's Common Stock ("Shares") on a fully diluted basis or McCaw's designees constitute a majority of the Board of Directors of the Issuer, and any Shares are held by other persons, the following provisions shall apply: Independent Directors. Three members of the Issuer's board of directors (the "Independent Directors") will be independent directors as determined under the New York Stock Exchange Rules (i.e., independent of management of McCaw and its affiliates and free of any relationship that, in the opinion of the Issuer's Board of Directors, would interfere with the exercise of independent judgment). The current Independent Directors are persons who served on the Issuer's Board of Directors prior to the completion by McCaw of its tender offer for the Issuer. At each annual meeting of the Issuer's stockholders, Independent Directors are nominated by the then current Independent Directors and elected by a Majority Vote of the Public Stockholders, as defined below. Independent Directors are subject to removal only (a) for cause, (b) if a majority of the Independent Directors approve such removal or (c) if such removal is approved by a Majority Vote of the Public Stockholders. "Majority Vote of the Public Stockholders" means (a) the affirmative vote of the holders of at least a majority of the Public Shares present and entitled to vote at any meeting at which the holders of a majority of the Public Shares are present or (b) the action by written consent (in accordance with applicable provisions of Delaware law and the Issuer's certificate of incorporation and by-laws) of the holders of a majority of the Public Shares. "Public Shares" means Shares not owned by McCaw or any of its affiliates. Sale of the Issuer. Pursuant to the PMVG, the Independent Directors designated Lehman Brothers and Bear Stearns and McCaw designated Morgan Stanley, in each case to determine the Private Market Price. Under certain circumstances specified in the PMVG, another investment banking firm of recognized national standing may be mutually designated to assist in determining the Private Market Price. Once the Private Market Price is determined pursuant to the procedures provided for in the PMVG, McCaw will have 45 days to decide whether it desires to proceed with an Acquisition at that price. If McCaw decides to proceed with an Acquisition, it may pay the Private Market Price in cash or any combination of cash, common equity securities and/or nonconvertible senior or subordinated "current cash pay" debt securities that the Independent Directors, after consultation with their investment banking firm, believe in good faith will have an aggregate market value, on a fully distributed basis, of not less than the Private Market Price. If McCaw determines to proceed with an Acquisition as set forth above, it will enter into an agreement with the Issuer (containing customary terms and conditions) and will cause a meeting of stockholders of the Issuer to be held as soon as practicable to consider and vote thereon. The Acquisition may only be completed if it is approved by a Majority Vote of the Public Stockholders. If McCaw determines not to proceed with an Acquisition, or if despite McCaw's good faith efforts an Acquisition has not been completed within 12 months following the Initiation Date (or, if an Acquisition has been approved by a Majority Vote of the Public Stockholders and is being pursued in good faith by McCaw but has not been completed due to regulatory delays or litigation, 20 months following the Initiation Date), McCaw will put the Issuer in its entirety up for sale under direction of the Independent Directors in a manner intended by the Independent Directors to maximize value for all Shares. The sale procedures will be set by the Independent Directors and may include, if necessary in order to maximize stockholder value, provision for the sale or other disposition of businesses prohibited by legal restrictions to be owned by any particular buyer or class of buyers (e.g., the Regional Bell Operating Companies). The Independent Directors will select from among the proposed transactions the one or more transactions determined by them (including tax-free spin-offs, if possible) as being most likely to maximize value for all Shares and will cause a meeting of the Issuer's stockholders to be held as soon as practicable to consider and vote thereon. McCaw will not bid unless requested to do so by the Independent Directors. McCaw will fully cooperate in this process and, if one or more of the transactions so selected by the Independent Directors are approved by a Majority Vote of the Public Stockholders, will cause all Shares owned by it or its affiliates to be voted in favor thereof. Any sale of the Issuer would be subject to receipt of FCC and other necessary regulatory approvals. If a transaction is presented for approval at a meeting of stockholders as contemplated above and fails to receive the requisite Majority Vote of the Public Stockholders, McCaw will have no further rights or obligations to purchase the remaining interest in the Issuer, but the remainder of the PMVG shall continue to apply to the extent described therein. Continuing Stockholder Protections. Except as described above, neither McCaw nor any of its non-LIN affiliates may engage in any material transaction (including, without limitation, agreements, such as roaming agreements, which are standard in the industry) with the Issuer or any of its subsidiaries (other than proportionate as a stockholder of the Issuer) unless such transaction has been approved by a majority of the Independent Directors. Except as described above, neither McCaw nor any of its non- LIN affiliates may engage in a merger or consolidation with the Issuer, or purchase all or substantially all of the Issuer's assets, unless the transaction is approved not only by a majority of the Independent Directors but also by a Majority Vote of the Public Stockholders. In deciding whether to approve such a transaction, the Independent Directors will be instructed to consider as a fair price per Share the private market price per Share (including control premium) that an unrelated third party would pay if it were to acquire all outstanding Shares (including the Shares held by McCaw and its affiliates) in an arm's length transaction, assuming that the Issuer was being sold in the manner contemplated above. The Independent Directors will retain independent financial advisors and counsel to advise them with respect to any such transaction. No transaction will be undertaken, and the Issuer will not take any action, whether or not approved by a majority of the board of directors of the Issuer, if the Independent Directors determine in their good faith judgment by unanimous vote that such transaction or action would likely depress the value of the Issuer on the Initiation Date. In addition, the Issuer will not acquire or dispose of any business (other than acquisitions of additional cellular interests in markets in which the Issuer has an interest), whether or not approved by a majority of the board of directors of the Issuer, if the Independent Directors determine in their good faith judgment by unanimous vote that such acquisition or disposition is not in the best interests of the Issuer. Additional Share Purchases. Except as permitted above, neither McCaw nor any of its non-LIN affiliates may purchase additional Shares if, after giving effect thereto, they would beneficially own in the aggregate more than 75% of the outstanding Shares on a fully diluted basis. Corporate Opportunities. McCaw will direct to the Issuer, and the Issuer will have a priority right to pursue, all corporate opportunities to acquire interests in U.S. cellular telephone systems other than those in markets in which McCaw has an interest or contiguous to markets in which McCaw has such an interest (in the latter instance, however, only if such market is not a market in which the Issuer has such an interest or contiguous to such a market). For purposes of the foregoing, a party will not be deemed to have an interest in a cellular telephone system solely by reason of such party's ownership of less than a majority equity interest in a public company having such an interest. The Independent Directors will be afforded an amount of time reasonably necessary to consider any such transaction, consistent with any time constraints imposed by the other party to such transaction, and if and for as long as a majority of the Independent Directors desire to pursue such transaction, McCaw will not separately pursue that transaction. Certain Transferees Bound. Except pursuant to a sale of the Issuer as described above, neither McCaw nor any of its non- LIN affiliates may sell more than 25% of the outstanding Shares on a fully diluted basis to a third party or group unless that third party or group agrees in writing to be bound by the provisions set forth in the PMVG to the same extent as McCaw is so bound. Amendments. The provisions of the PMVG may be amended in any respect not materially adverse to the holders of Public Shares, but only if the amendment is approved by a majority of the Independent Directors. Any such amendment will promptly be disclosed in a filing with the Securities and Exchange Commission. The determination of the Independent Directors as to whether an amendment is materially adverse to the holders of Public Shares shall be final and shall bind all holders of Public Shares. The provisions of the PMVG may also be amended in any other respect if the amendment is approved by a Majority Vote of the Public Stockholders. The foregoing description of the PMVG is qualified in its entirety by reference to the full text of the PMVG, which is attached hereto as Exhibit 99.1. Item 7 - Material to be Filed as Exhibits 99.1 Private Market Value Guarantee, dated December 11, 1989, between McCaw and the Issuer. 99.2 Press Release of AT&T and McCaw issued on January 4, 1995. 99.3 Statement of Reporting Persons pursuant to Rule 13d-1(f)(1) (see signature page). SIGNATURE The undersigned hereby agree that this Amendment to Schedule 13D is filed on behalf of each of them and, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. AT&T CORP. By: MARILYN J. WASSER ----------------------------- Date: January 5, 1995 Marilyn J. Wasser Vice President-Law and Secretary McCAW CELLULAR COMMUNICATIONS, INC. By: ANDREW A. QUARTNER ----------------------------- Date: January 5, 1995 Andrew A. Quartner Senior Vice President-Law MMM HOLDINGS, INC. By: ANDREW A. QUARTNER ----------------------------- Date: January 5, 1995 Andrew A. Quartner Senior Vice President-Law APPENDIX A EXECUTIVE OFFICERS AND DIRECTORS OF AT&T Each of the persons named below is a citizen of the United States of America. For each person whose principal employment is with AT&T, the principal business of their employer is described under Item 2 above. Principal Occupation or Employment; Business Address; and Principal Name Business of Employer - ---------------------- ---------------------------------------- Robert E. Allen Chairman and Chief Executive Officer, AT&T 32 Avenue of the Americas New York, NY 10013-2412 Richard S. Bodman Senior Vice President, Corporate Strategy and Development, AT&T 295 North Maple Avenue Basking Ridge, NJ 07920 Harold W. Burlingame Senior Vice President - Human Resources, AT&T 295 North Maple Avenue Basking Ridge, NJ 07920 M. Kathryn Eickhoff President of Eickhoff Economics, Inc. (Economic Consultants) 510 LaGuardia Place, Suite 400 New York, NY 10012 Walter Y. Elisha Chairman and Chief Executive Officer of Springs Industries, Inc. (Textiles Manufacturing) 205 North White Street, P.O. Box 70 Fort Mill, SC 29715 Philip M. Hawley Retired Chairman and Chief Executive Officer of Carter Hawley Hale Stores, Inc. (Department Stores) 444 South Flower Street, Suite 2280 Los Angeles, CA 90071-2900 Principal Occupation or Employment; Business Address; and Principal Name Business of Employer - ---------------------- ---------------------------------------- Carla A. Hills Chairman & Chief Executive Officer of Hills & Company (international consultants) 1200 19th Street, NW, 5th Floor Washington, DC 20036 Belton K. Johnson Former Owner of Chaparrosa Ranch 100 West Houston Street Suite 1100 San Antonio, TX 78205 Marilyn Laurie Senior Vice President - Public Relations, AT&T 295 North Maple Avenue Basking Ridge, NJ 07920 Drew Lewis Chairman and Chief Executive Officer of Union Pacific Corp. (Transportation Natural Resources, and Environmental Services) Martin Tower Eighth and Eaton Avenues Bethlehem, PA 18018 Alex J. Mandl Executive Vice President, AT&T & Chief Executive Officer of Communications Services Group 295 North Maple Avenue Basking Ridge, NJ 07920 William B. Marx, Jr. Executive Vice President, AT&T & Chief Executive Officer of Multimedia Products Group 295 North Maple Avenue Basking Ridge, NJ 07920 John S. Mayo President, Bell Laboratories Division, AT&T 600 Mountain Avenue Murray Hill, NJ 07974 Richard A. McGinn Executive Vice President, AT&T & Chief Executive Officer of Network Systems Group 475 South Street Morristown, NJ 07962 Principal Occupation or Employment; Business Address; and Principal Name Business of Employer - ---------------------- ---------------------------------------- Donald F. McHenry President of IRC Group, Inc. (Consultants) Georgetown University School of Foreign Service ICC 301 Washington, DC 20057 Richard W. Miller Executive Vice President, AT&T & Chief Financial Officer 295 North Maple Avenue Basking Ridge, NJ 07920 Victor A. Pelson Executive Vice President, AT&T & Chairman of Global Operations Team 295 North Maple Avenue Basking Ridge, NJ 07920 Donald S. Perkins Retired Chairman of the Board of Jewel Companies, Inc. (Diversified Retailer) 100 North Riverside Plaza Suite 1700 Chicago, IL 60606 S. Lawrence Prendergast Vice President and Treasurer, AT&T One Oak Way Berkeley Heights, NJ 07922-2724 Henry B. Schacht Chairman and Former Chief Executive Officer of Cummins Engine Company, Inc. Box Number 3005 Columbus, IN 47202-3005 Michael I. Sovern President Emeritus & Chancellor Kent Professor of Law at Columbia University 435 W. 116th Street, Box B20 New York, NY 10027 Daniel C. Stanzione President, Bell Laboratories Division, AT&T 600 Mountain Avenue Murray Hill, NJ 07974 Maureen H. Tart Vice President and Controller, AT&T 340 Mt. Kemble Avenue Morristown, NJ 07962 Principal Occupation or Employment; Business Address; and Principal Name Business of Employer - ---------------------- ---------------------------------------- Franklin A. Thomas President of the Ford Foundation 320 East 43rd Street New York, NY 10017 Marilyn J. Wasser Vice President-Law and Secretary, AT&T 131 Morristown Road Basking Ridge, NJ 07920 Joseph D. Williams Chairman of the Executive Committee Warner-Lambert Co. (Pharmaceuticals, Health Care and Consumer Products) 182 Tabor Road Morris Plains, NJ 07950 Thomas H. Wyman Chairman, S.G. Warburg & Co., Inc. The Equitable Center 787 7th Avenue New York, NY 10019 John D. Zeglis Senior Vice President--General Counsel and Government Affairs, AT&T 295 North Maple Avenue Basking Ridge, NJ 07920 EXECUTIVE OFFICERS AND DIRECTORS OF McCAW Each of the persons named below is a citizen of the United States of America. For each person whose principal employment is with AT&T or McCaw, the principal business of their employer is described under Item 2 above. Principal Occupation or Employment; Business Address; and Principal Name Business of Employer - ---------------------- ---------------------------------------- Harold W. Burlingame, Senior Vice President, Human Resources Chairman of the Board AT&T Corp. 295 North Maple Avenue Basking Ridge, NJ 07920 Wayne M. Perry Vice Chairman of the Board and Secretary McCaw Cellular Communications, Inc. 5400 Carillon Point Kirkland, WA 98033 Alex J. Mandl, Executive Vice President, Chief Director Executive Officer of Communications Services Group AT&T Corp. 295 North Maple Avenue Basking Ridge, NJ 07920 Richard W. Miller, Executive Vice President and Chief Director Financial Officer AT&T Corp. 295 North Maple Avenue Basking Ridge, NJ 07920 James L. Barksdale President, Chief Operating Officer and Director McCaw Cellular Communications, Inc. 5400 Carillon Point Kirkland, WA 98033 Tom A. Alberg Executive Vice President-Legal & Corporate Affairs McCaw Cellular Communications, Inc. 5400 Carillon Point Kirkland, WA 98033 Principal Occupation or Employment; Business Address; and Principal Name Business of Employer - ---------------------- ---------------------------------------- Peter L. S. Currie Executive Vice President-Development McCaw Cellular Communications, Inc. 5400 Carillon Point Kirkland, WA 98033 Steven W. Hooper Executive Vice President and Chief Financial Officer McCaw Cellular Communications, Inc. 5400 Carillon Point Kirkland, WA 98033 Nicolas Kauser Executive Vice President-Chief Technology Officer McCaw Cellular Communications, Inc. 5400 Carillon Point Kirkland, WA 98033 EXECUTIVE OFFICERS AND DIRECTORS OF MMM Each of the persons named below is a citizen of the United States of America. For each person whose principal employment is with McCaw, the principal business of their employer is described under Item 2 above. Principal Occupation or Employment; Name; Position with Business Address; and Principal MMM Business of Employer - ---------------------- ---------------------------------------- James L. Barksdale, President, Chief Operating Officer and Chairman of the Board Director and Chief Executive McCaw Cellular Communications, Inc. Officer 5400 Carillon Point Kirkland, WA 98033 Tom A. Alberg, President, Chief Operating Officer and Executive Vice Director President-Legal & LIN Broadcasting Corporation Corporate Affairs 5295 Carillon Point and Secretary Kirkland, WA 98033 Steven W. Hooper, Executive Vice President and Chief Executive Vice Financial Officer President and Chief McCaw Cellular Communications, Inc. Financial Officer 5400 Carillon Point Kirkland, WA 98033 Wayne M. Perry, Vice Chairman of the Board President and McCaw Cellular Communications, Inc. Director 5400 Carillon Point Kirkland, WA 98033 Nicolas Kauser Executive Vice President-Chief Technology Officer McCaw Cellular Communications, Inc. 5400 Carillon Point Kirkland, WA 98033 EXHIBIT INDEX 99.1 Private Market Value Guarantee, dated December 11, 1989, between McCaw and the Issuer. 99.2 Press Release of AT&T and McCaw issued on January 4, 1995. 99.3 Statement of Reporting Persons pursuant to Rule 13d-1(f)(1) (see signature page). EX-99 2 EXHIBIT 99.1 PRIVATE MARKET VALUE GUARANTEE PRIVATE MARKET VALUE GUARANTEE, dated December 11, 1989 (this "Guarantee"), between McCaw Cellular Communications, Inc., a Delaware corporation (the "Offeror"), and LIN Broadcasting Corporation, a Delaware corporation (the "Company"). WHEREAS, the Offeror is conducting a tender offer for shares of common stock, par value $0.01 per share ("Shares"), of the Company (as amended or supplemented from time to time in accordance with the Agreement dated the date hereof between the Offeror and the Company, the "Offer"); WHEREAS, in connection with the Offer the Offeror undertook to enter into this Guarantee for the benefit of the Company's stockholders (other than the Offeror and its affiliates). NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties agree as follows: 1. Independent Directors. Three members of the Company's board of directors (the "Independent Directors") will be designated by the present board of directors of the Company, from such board as comprised on this date; provided, however, in the event that fewer than three such persons are willing to be so designated, the present board of directors of the Company shall designate as the remaining Independent Directors persons who would be independent directors as determined under the New York Stock Exchange Rules (i.e., independent of management of the Offeror and its affiliates and free of any relationship that, in the opinion of the Company's board of directors, would interfere with the exercise of independent judgment). Independent Directors will be subject to removal only (x) for cause, (y) if a majority of the Independent Directors approve such removal or (z) if such removal is approved by a Majority Vote of the Public Stockholders without any solicitation of votes by the offeror, its affiliates or Group Members (as defined below). Vacancies among the Independent Directors occurring prior to the expiration of their respective terms of office will be filled in accordance with the vote of a majority of the remaining Independent Directors (or, if there are none, a majority of the directors then in office) or a Majority Vote of the Public Stockholders. Independent Directors to be selected at each annual meeting will be nominated by the then current Independent Directors and elected in accordance with a Majority Vote of the Public Stockholders. The Offeror will not, directly or indirectly, solicit votes or otherwise take any action to oppose the election of any nominee for Independent Director or support any attempt to remove any Independent Director and in each election of directors will vote its Shares and the Shares of its subsidiaries for the Independent Director nominees receiving the Majority Vote of the Public Stockholders. As used herein, "Majority Vote of the Public Stockholders" means (a) the affirmative vote of the holders of at least a majority of the Public Shares present and entitled to vote at any meeting at which the holders of a majority of such Shares are present or (b) the action by written consent (in accordance with applicable provisions of Delaware law and the Company's certificate of incorporation and by-laws) of the holders of a majority of the Public Shares. "Public Shares," as used herein, means Shares not owned by the Offeror or any of its affiliates or any member of a "group", as such term is used for purposes of Schedule 13D under the Securities Exchange Act of 1934, of which Offeror or its affiliates are members with respect to securities of the Company (collectively, "Group Members"). The Company will treat the Independent Directors in a manner comparable to the treatment of outside directors of comparable public companies, including by providing indemnification, compensation and expense reimbursement arrangements at least as favorable as the indemnification, compensation and expense reimbursement arrangements provided to outside directors of the Company as of November 30, 1989, and provide notice of board meetings and agendas there for and generally maintain the frequency thereof consistent with past practice of the Company. 2. Sale of the Company. (A) Appraisers. On or about January 1, 1995 (the "Initiation Date"), the Independent Directors will designate an investment banking firm of recognized national standing (the "Independent Directors' Appraiser") and the Offeror will designate an investment banking firm of recognized national standing (the "Offeror's Appraiser"), in each case to determine the private market value per Share. (B) Definition of Private Market Value. The Offeror acknowledges that the consideration that would constitute private market value per Share is the private market price per Share (including control premium) that an unrelated third party would pay if it were to acquire all outstanding Shares (including the Shares held by the Offeror and its affiliates) in an arm's-length transaction, assuming that the Company was being sold in a manner designed to attract all possible participants (including the Regional Bell Operating Companies) and to maximize stockholder value, including if necessary through the sale or other disposition (including tax-free spin-offs, if possible) of businesses prohibited by legal restrictions to be owned by any particular buyer or class of buyers (e.g., the Regional Bell Operating Companies). Each of the investment banking firms referred to in this Section 2 will be instructed to determine private market value per Share in this manner. (C) Determination of Private Market Price. Within 30 days after the Initiation Date, the Independent Directors' Appraiser and the Offeror's Appraiser will each determine its initial view as to the private market value per Share and consult with one another with respect thereto. By the 45th day after the Initiation Date, the Independent Directors' Appraiser and the Offeror's Appraiser will each have determined its final view as to the private market value per Share. At that point, if the Higher Appraised Amount (as defined below) is not more than 110% of the Lower Appraised Amount (as defined below), the private market price per Share (the "Private Market Price") will be the average of those two views. Otherwise, the Independent Directors' Appraiser and the Offeror's Appraiser will agree upon and jointly designate a third investment banking firm of recognized national standing (the "Mutually Designated Appraiser") to determine such private market value. The Mutually Designated Appraiser will, no later than the 65th day after the Initiation Date, determine such private market value (the "Mutually Appraised Amount"), and the Private Market Price will be (x) the Mutually Appraised Amount, if such amount falls within the range of values that is greater than one-third and less than two-thirds of the way between the Lower Appraised Amount and the Higher Appraised Amount, and (y) the average of the Mutually Appraised Amount and the other Appraised Amount (Lower or Higher) that is closest to the Mutually Appraised Amount, if the Mutually Appraised Amount does not fall within that range; provided, however, that the Private Market Price may not be less than the Lower Appraised Amount nor more than the Higher Appraised Amount. As used herein, "Lower Appraised Amount" means the lower of the respective final views of the Independent Directors' Appraiser and the Offeror's Appraiser as to private market value per Share and "Higher Appraised Amount" means the higher of such respective final views. (D) Acquisition Proposal. Once the Private Market Price is determined as provided above, the Offeror will have 45 days to decide whether it desires to proceed with an acquisition of all of the Public Shares (an "Acquisition") at that price. If the Offeror decides to proceed with an Acquisition, it may pay the Private Market Price in cash or any combination of cash, on equity securities and/or non-convertible senior or subordinated "current cash pay" debt securities that the Independent Directors, after consultation with their investment banking firm, believe in good faith will have an aggregate market value, on a fully distributed basis, of not less than the Private Market Price. (E) Meeting of Stockholders. If the Offeror determines to proceed with an Acquisition as set forth above, it will enter into an agreement with the Company therefor (containing customary terms and conditions applicable in a situation in which the acquiror has an ownership position comparable to Offeror's ownership interest in the Company) and will cause a meeting of stockholders of the Company to be held as soon as practicable to consider and vote thereon. The Acquisition may only be completed if it is approved by a Majority Vote of the Public Stockholders. (F) Sale of the Company. Subject to subparagraph (G) below, if the Offeror determines not to proceed with an Acquisition, or if despite Offeror's good faith efforts an Acquisition has not been completed within 12 months following the Initiation Date (or, if an Acquisition has been approved by a Majority Vote of the Public Stockholders and is being pursued in good faith by the Offeror but has not been completed due to regulatory delays or litigation, 20 months following the Initiation Date), the Offeror will put the entire Company up for sale under direction of the Independent Directors in a manner intended by the Independent Directors to maximize value for all Shares. The sale will be conducted by the Independent Directors, with the advice of independent financial advisors and counsel selected by the Independent Directors, whose fees shall be reimbursed by the Company, and the Offeror will not bid unless requested to do so by the Independent Directors. The sale procedures will be set by the Independent Directors and may include, if necessary in order to maximize stockholder value, provision for the sale or other disposition (including tax-free spin-offs, if possible) of businesses prohibited by legal restrictions to be owned by any particular buyer or class of buyers (e.g., the Regional Bell Operating Companies). The Independent Directors will select from among the proposed transactions the one or more transactions determined by them as being most likely to maximize value for all Shares and will cause a meeting of the Company's stockholders to be held as soon as practicable to consider and vote thereon. The Offeror will fully cooperate in this process and, if the one or more transactions so selected by the Independent Directors are approved by a Majority Vote of the Public Stockholders, will cause all Shares owned by it or its affiliates to be voted in favor thereof. Any sale of the Company pursuant to this subsection would be subject to receipt of FCC and other necessary regulatory approvals. Offeror will not take any action, including any action involving any judicial, regulatory or legislative body, that is intended to, or will have the effect of, delaying or preventing consummation of any transaction so selected and approved. (G) Survival of Guarantee. If a transaction is presented for approval at a meeting of stockholders as contemplated by either subsection (E) or (F) above and fails to receive the requisite Majority Vote of the Public Stockholders, there will be no further rights or obligations under this Section 2, but the remainder of this Guarantee shall continue to apply to the extent described herein. 3. Continuing Stockholder Protections. (A) Approvals Required for Transactions with Affiliates. Except as permitted by Section 2 above, neither the Offeror nor any of its non-Company affiliates may engage in any material transaction (including, without limitation, agreements, such as roaming agreements, which are standard in the industry) with the Company or any of its subsidiaries (other than pro rata as a stockholder of the Company) unless such transaction has been approved by a majority of the Independent Directors. (B) Approvals Required for Mergers. Except as permitted by Section 2 above, neither the Offeror nor any of its non-Company affiliates may engage in a merger or consolidation with the Company, or purchase all or substantially all of the Company's assets, unless the transaction is approved not only by a majority of the Independent Directors but also by a Majority Vote of the Public Stockholders. In deciding whether to approve such a transaction, the Independent Directors will be instructed to consider as a fair price per Share the private market price per share (including control premium) that an unrelated third party would pay if it were to acquire all outstanding Shares (including the Shares held by the Offeror and its affiliates) in an arm's-length transaction, assuming that the Company was being sold in a manner designed to attract all possible participants (including the Regional Bell Operating Companies) and to maximize stockholder value, including if necessary through the sale or other disposition (including tax-free spin-offs, if possible) of businesses prohibited by legal restrictions to be owned by any particular buyer or class of buyers (e.g., the Regional Bell Operating Companies). The Independent Directors will retain independent financial advisors and counsel to advise them with respect to any such transaction, whose reasonable costs, expenses and indemnities will be paid for and provided by the Company. (C) Independent Director Veto. No transaction will be undertaken, and the Company will not take any action, whether or not approved by a majority of the board of directors of the Company, if the Independent Directors determine in their good faith judgment by unanimous vote that such transaction or action would likely depress the value of the Company on the Initiation Date. In addition, the Company will not acquire or dispose of any business (other than acquisitions of additional cellular interests in markets in which the Company has an interest), whether or not approved by a majority of the board of directors of the Company, if the Independent Directors determine in their good faith judgment by unanimous vote that such acquisition or disposition is not in the best interests of the Company. 4. Additional Share Purchases. Except as permitted by Sections 2 and 3 above, neither the Offeror nor any of its non-Company affiliates may purchase additional Shares if, after giving effect thereto, they would beneficially own in the aggregate more than 75% of the outstanding Shares on a fully diluted basis. 5. Corporate Opportunities. The Offeror will direct to the Company, and the Company will have a priority right to pursue, all corporate opportunities to acquire interests in U.S. cellular mobile telephone systems other than those in markets in which the Offeror has such an interest or contiguous to markets in which the Offeror has such an interest (in the latter instance, however, only if such market is not a market in which the Company has such an interest or contiguous to such a market). For purposes of the foregoing, a party will not be deemed to have an interest in a cellular mobile telephone system solely by reason of such party's ownership of less than a majority equity interest in a public Company having such an interest. The Independent Directors shall be afforded an amount of time reasonably necessary to consider any such transaction, consistent with any time constraints imposed by the other party to such transaction, and if and for so long as a majority of the Independent Directors desire to pursue such transaction, the Offeror will not Separately pursue that transaction. 6. Certain Transferees Bound. Except pursuant to Section 2(F) above, neither the Offerer nor any of its non-Company affiliates may sell more than 25% of the outstanding Shares on a fully diluted basis to a third party or group unless that third party or group agrees in writing to be bound by the provisions set forth in this Guarantee as they would apply if the term "Offeror" as used herein were defined to mean such third party or group. 7. Amendments. The provisions of this Guarantee may be amended in any respect not materially adverse to the holders of Public Shares, but only if the amendment is approved by a majority of the Independent Directors. Any such amendment will promptly be disclosed in a filing with the Securities and Exchange Commission. The determination of the Independent Directors as to whether an amendment is materially adverse to the holders of Public Shares shall be final and shall bind all holders of Public Shares. The provisions of this Guarantee may also be amended in any other respect if the amendment is approved by a Majority Vote of the Public Stockholders. 8. Effectiveness and Termination. The obligations of the Offeror under this Guarantee shall become effective upon the acceptance by the Offerer of Shares for purchase pursuant to the Offer. This Guarantee shall cease to be in effect if at any time (I) the Offeror, its affiliates and Group Members beneficially own in the aggregate less than 25% of the outstanding Shares on a fully diluted basis and the Offeror's designees no longer constitute a majority of the Board of Directors of the Company (provided that in such event this Guarantee shall come back into effect if, at any time within two years thereafter, (A) the Offeror, its affiliates and Group Members shall beneficially own in the aggregate 25% or more (but less than 100%) of the Outstanding Shares on a fully diluted basis or (B) the Offeror's designees shall again constitute a majority of the Board of Directors of the Company) or (ii) the Offeror, its affiliates and Group Members beneficially own in the aggregate 100% of the outstanding Shares. 9. Further Assurances. Each party shall execute and deliver such additional instruments and other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all of the terms of this Guarantee and the transactions contemplated hereby. 10. Remedies. The parties acknowledge that money damages may not be an adequate remedy for violations of this Agreement and that any party may, in its sole discretion, apply to any court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. 11. Notices. etc. All notices, requests, demands or other communications required by or otherwise with respect to this Guarantee shall be in writing and shall be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), when delivered by fax and confirmed, or to any party five days after being mailed by certified mail, return receipt requested, in each case to the applicable addresses set forth below: If to Offeror: McCaw Cellular Communications, Inc. 5400 Carillon Point Kirkland, Washington 94033 Attn: Wayne Perry, Vice Chairman Fax no.: 206-828-8450 with a copy to: McCaw Cellular Communications, Inc. 1250 Connecticut Avenue, NW, Suite 401 Washington, D.C. 20036 Attn: Andrew A. Quartner, Esq. Fax no.: 202-223-9095 If to the Company: LIN Broadcasting Corporation 1370 Avenue of the Americas New York, New York 10019 Attn: President Fax no.: 212-582-0479 with a copy to: Cravath, Swains & Moore Worldwide Plaza 828 8th Avenue New York, New York 10019 Attn: Robert Rosenman, Esq. Fax no.: 212-474-3700 and a copy to: The designated representative of the Independent Directors and their counsel, if any or to such other address as such party shall have designated by notice so given to each other party. 12. Entire Agreement. This Guarantee embodies the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. 13. Successors and Assigns. This Guarantee shall be binding upon and shall inure to the benefit of and be enforceable by the Offeror and the Independent Directors of the Company and their respective successors and assigns, provided that neither the rights nor the obligations of any party may be assigned or delegated without the prior written consent of the other parties. 14. Governing Law. This Guarantee and all disputes hereunder shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and Performed in that State. 15. Name. Captions. The section captions used herein are for convenience of reference only and shall not affect the interpretation or construction hereof. 16. Counterparts. This Guarantee may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all the parties hereto. IN WITNESS WHEREOF, the parties have duly executed this Guarantee as of the date first above written. McCAW CELLULAR COMMUNICATIONS, INC. by Title: LIN BROADCASTING CORPORATION by Title: EX-99 3 EXHIBIT 99.2 NEWS RELEASE For further information: Dick Gray (908) 221-5057 (office) (908) 232-3706 (home) Bob Ratliffe (206) 828-8685 (office) (206) 979-4254 (cellular) AT&T selects Morgan Stanley as appraiser on LIN Broadcasting FOR RELEASE: WEDNESDAY, JANUARY 4, 1995 NEW YORK - AT&T and its subsidiary, McCaw Cellular Communications, Inc., announced today that Morgan Stanley & Co. Incorporated will serve as McCaw's appraiser under the private market value guarantee between McCaw and LIN Broadcasting Corp. The agreement, reached in 1990 when McCaw acquired a controlling interest in LIN, gives McCaw the right to purchase the remaining 48 percent of LIN at an appraised private market value, subject to the approval of the LIN public shareholders. Under the valuation agreement, private market value is defined as the price per share, including control premium, that an unrelated third party would pay if it were to acquire all the outstanding shares of LIN, including the shares held by McCaw, in an arm's-length transaction and assuming that LIN was being sold in a manner designed to attract all possible participants and to maximize shareholder value. Using this definition, Morgan Stanley and the appraiser appointed by the LIN independent directors, and possibly a third appraiser, will determine the private market value of LIN. As previously stated, AT&T and McCaw have not decided whether to acquire the public shares of LIN. AT&T said that if it believes the private market value price set under the process is reasonable, it would plan to proceed with the acquisition. If AT&T believes the price is not reasonable, it would not proceed with the acquisition. If AT&T and McCaw decide not to proceed with an acquisition, the valuation agreement calls for McCaw to offer all of LIN for sale under the direction of the independent directors. Any such sale would also be subject to the approval of the LIN public shareholders. # # # -----END PRIVACY-ENHANCED MESSAGE-----