0000005907-95-000056.txt : 19950919 0000005907-95-000056.hdr.sgml : 19950919 ACCESSION NUMBER: 0000005907-95-000056 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950918 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: 95574534 BUSINESS ADDRESS: STREET 1: 5295 CARILLON POINT CITY: KIRLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 2068281902 MAIL ADDRESS: STREET 1: 5295 CARILLONPOINT CITY: KIRLAND STATE: WA ZIP: 98033 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/A Under the Securities Exchange Act of 1934 (Amendment No. 48 )* LIN Broadcasting Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 0005327630 (CUSIP Number) Marilyn J. Wasser Andrew A. Quartner AT&T Corp. AT&T Wireless Services, Inc. 32 Avenue of the Americas (formerly McCaw New York, NY 10013-2412 Cellular Communications, Inc.) (212) 387-5400 1150 Connecticut Ave., NW Washington, DC 20036 (202) 223-9222 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 15, 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)) 1 This Amendment No. 48 (the "Amendment") amends the Schedule 13D originally filed on April 7, 1988, as previously amended (the "Schedule 13D"), with regard to the Common Stock, par value $.01 per share ("Common Stock"), of LIN Broadcasting Corporation, a Delaware corporation ("LIN" or the "Issuer"), as set forth below. Capitalized terms used without definition in this Amendment shall have the meanings ascribed thereto in the Schedule 13D. Item 4. Purpose of Transaction Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer The information contained in Items 4 and 6 of the Schedule 13D is hereby supplemented by the following: On September 15, 1995, the Delaware Court of Chancery entered an Order and Final Judgment of even date (the "Order and Final Judgment") approving the settlement of the Stockholders Litigation and awarding attorneys' fees of $9,000,000. The full text of the Order and Final Judgment is attached hereto as Exhibit 99.1. Item 7. Material to be Filed as Exhibits The information contained in Item 7 of the Schedule 13D is hereby supplemented by the following: 99.1 Order and Final Judgment, dated September 15, 1995. 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. MARILYN J. WASSER By: -------------------------- Date: September 18, 1995 Marilyn J. Wasser Vice President-Law and Secretary AT&T WIRELESS SERVICES, INC. ANDREW A. QUARTNER By: --------------------------- Date: September 18, 1995 Andrew A. Quartner Senior Vice President-Law MMM HOLDINGS, INC. ANDREW A. QUARTNER By: --------------------------- Date: September 18, 1995 Andrew A. Quartner Senior Vice President-Law EXHIBIT INDEX 99.1 Order and Final Judgment, dated September 15, 1995. EX-99 2 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY IN RE LIN BROADCASTING CORPORATION ) Consolidated SHAREHOLDERS LITIGATION ) C.A. No. 14039 ORDER AND FINAL JUDGMENT On the 15th day of September, 1995, a hearing having been held before this Court to determine whether the terms of the Stipulation of Settlement dated July 27, 1995 (the "Stipulation"), and the terms and conditions of the settlement proposed in the Stipulation (the "Settlement"), and all transactions referred to therein or preparatory or incident thereto, are fair, reasonable and adequate for the settlement of all claims asserted herein; and whether judgment should be entered in this civil action (the "Delaware Action") dismissing the Delaware Action on the merits with prejudice as against all of the plaintiffs and all members of the Settlement Class certified in this Court's Order dated July 28, 1995; and the Court having considered all matters submitted to it at the hearing and otherwise; NOW, THEREFORE, IT IS HEREBY ORDERED THAT: 1. The Notice and Summary Notice (as defined in paragraph 8(b) of the Stipulation), are hereby determined to be the best practicable notice under the circumstances and in full compliance with Rule 23 of the Court of Chancery and the requirements of due process. 2. The Delaware Action shall be maintained and proceed as a consolidated class action with the named plaintiffs in the Delaware Action as class representatives, pursuant to Court of Chancery Rules 23(a) and 23(b)(1) and 23(b)(2), on behalf of all record holders and beneficial owners of the common stock of LIN Broadcasting Corp. ("LIN") at any time on or after January 1, 1995 up to and including the Effective Time of the Merger, including those who have sold their LIN stock and thus no longer are current LIN shareholders (the "Settlement Class"). Excluded from the Settlement Class are the defendants herein, members of the immediate family of each of the Individual Defendants and LIN Independent Directors, any person, firm, trust, corporation, officer, director or other individual or entity in which any defendant has a controlling interest or which is related to or affiliated with any of the defendants and the legal representatives, heirs, successors in interest or assigns of any such excluded party. The Court determines, for purposes of the Settlement only, that the requirements of Court of Chancery Rules 23(a) and 23(b)(1) and 23(b)(2) have been satisfied. 3. The Stipulation and Settlement are approved as fair, reasonable and adequate and in the best interests of the plaintiffs and the Settlement Class, and the parties are directed to consummate the Settlement in accordance with the terms and provisions of the Stipulation. 4. (a) The Delaware Action is hereby dismissed with prejudice on the merits as to all defendants in the Delaware Action (regardless of whether any such defendant has been served or entered an appearance in any of the Delaware Actions), any of the past or present officers, directors, stockholders, employees, agents, attorneys, investment bankers, commercial bankers, insurers, reinsurers, compensation consultants, accountants, representatives, affiliates or subsidiaries of AT&T, McCaw, LIN, MMM, Merger Sub, Morgan Stanley, Wasserstein Perella, Bear Stearns, Lehman Brothers, the Individual Defendants and the LIN Independent Directors, each of AT&T, McCaw, LIN, MMM, Merger Sub, Morgan Stanley, Wasserstein Perella, Bear Stearns, Lehman Brothers, the Individual Defendants and the LIN Independent Directors themselves, and any of the heirs, executors, personal representatives, trustees, beneficiaries, estates, administrators, successors or assigns of any of the foregoing (collectively, the "Released Persons"), as against plaintiffs and all members of the Settlement Class and their successors and assigns, whether known or unknown, whether directly or in any other capacity, without costs except as provided in the Stipulation, such dismissal to be subject only to compliance by the parties with the terms and conditions of the Stipulation and any Order of this Court with reference to the Stipulation. (b) All claims, rights and causes of action (state or federal, including but not limited to claims arising under the federal securities laws, any rules or regulations promulgated thereunder, or otherwise), whether known or unknown that are, could have been or might in the future be asserted by any of the plaintiffs or any member of the Settlement Class, whether directly, derivatively, representatively or in any other capacity, against any of the Released Persons or against anyone else which have been, or could have been, asserted relating to the Original Merger, the Merger, the Original Merger Agreement, the Merger Agreement, the actions of the LIN Board of Directors and the LIN Independent Directors relating to the AT&T/McCaw Merger, the PMVG, the proxy statement, the actions of the Board of Directors of AT&T, McCaw or LIN and the LIN Independent Directors relating to the Original Merger, the Merger, the Original Merger Agreement or the Merger Agreement (except for compliance with the Settlement and rights of appraisal pursuant to D.G.C.L. Section 262), or any matters, transactions or occurrences referred to in the Complaints in the Delaware Action, or the fiduciary or disclosure obligations of any of the Released Persons with respect to any of the foregoing (all of which are hereinafter collectively referred to as the "Settled Claims"), are hereby compromised, settled, released and discharged with prejudice by virtue of the proceedings herein and this Order and Final Judgment. 5. All terms used herein shall have the same meaning as provided in the Stipulation of Settlement. 6. Plaintiffs' attorneys of record herein are hereby awarded the sum of $9,000,000 in fees and expenses, in connection with the Delaware Action, which sums the Court finds to be fair and reasonable and which shall be paid to plaintiffs' attorneys according to the terms set forth in the Stipulation. Said sums shall accrue interest and be paid in accordance with paragraph 11 of the Stipulation. The Co-chairs of the Plaintiffs' Executive Committee shall have discretion to apportion the attorneys' fees and expenses among plaintiffs' counsel in such proportion as they deem to be fair and reasonable. /s/ William T. Allen Chancellor