-----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, VZ5/Gpk7N7gJXDbGOywMt95vDJ4CwJQ/p9TRFT1r8pDpzppwaiD1MkttJqQJg2c3 u6Wq848uuBCooT8r77b3Hw== 0000005907-95-000059.txt : 19951005 0000005907-95-000059.hdr.sgml : 19951005 ACCESSION NUMBER: 0000005907-95-000059 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951004 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: 95578556 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. 49 )* 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) October 3, 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 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 proceeding 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: 100 (Indirectly through its control of AT&T Wireless Services, Inc. (formerly McCaw Cellular Communications, Inc.)) 8. Share voting power: None 9. Sole dispositive power: 100 (Indirectly through its control of AT&T Wireless Services, Inc.) 10. Share dispositive power: None 11. Aggregate amount beneficially owned by each reporting person: 100 12. Check box if the aggregate amount in row (11) excludes certain shares: [ ] 13. Percent of class represented by amount in row (11): 100% 14. Type of reporting person: CO 2 SCHEDULE 13D CUSIP No. 0005327630 1. Name of Reporting Person: AT&T Wireless Services, Inc. (formerly 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 proceeding 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: 100 (Indirectly through its control of MMM Holdings, Inc.) 8. Share voting power: None 9. Sole dispositive power: 100 (Indirectly through its control of MMM Holdings, Inc.) 10. Share dispositive power: None 11. Aggregate amount beneficially owned by each reporting person: 100 12. Check box if the aggregate amount in row (11) excludes certain shares: [ ] 13. Percent of class represented by amount in row (11): 100% 14. Type of reporting person: CO 3 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 proceeding 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: 100 8. Share voting power: None 9. Sole dispositive power: 100 10. Share dispositive power: None 11. Aggregate amount beneficially owned by each reporting person: 100 12. Check box if the aggregate amount in row (11) excludes certain shares: [ ] 13. Percent of class represented by amount in row (11): 100% 14. Type of reporting person: CO 4 This Amendment No. 49 (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 October 3, 1995, the Merger was consummated. Pursuant to the Merger, each publicly held Share (other than Dissenting Shares, as defined in the Amended Merger Agreement) was converted into the right to receive $129.9003 in cash, and the Reporting Persons increased their effective ownership of Shares to 100% of the total number of Shares outstanding. The full text of the press release issued by AT&T and AT&T Wireless Services, Inc. (formerly McCaw Cellular Communications, Inc.) ("AT&T Wireless") on October 3, 1995, announcing the shareholder vote on and expected consummation of the Merger, is attached hereto as Exhibit 99.1. Item 5. Interest in Securities of the Issuer The information contained in Item 5(a) of the Schedule 13D is hereby amended by the following: MMM owns directly 100 Shares, representing 100% 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. The information contained in Item 5(c) of the Schedule 13D is hereby supplemented by the following: On October 3, 1995, the Merger was consummated. 5 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 Press release issued by AT&T and AT&T Wireless on October 3, 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. By: MARILYN J. WASSER ------------------------ Date: October 4, 1995 Marilyn J. Wasser Vice President-Law and Secretary AT&T WIRELESS SERVICES, INC. By: ANDREW A. QUARTNER ------------------------ Date: October 4, 1995 Andrew A. Quartner Senior Vice President-Law MMM HOLDINGS, INC. By: ANDREW A. QUARTNER ------------------------ Date: October 4, 1995 Andrew A. Quartner Senior Vice President-Law EXHIBIT INDEX 99.1 Press release issued by AT&T and AT&T Wireless on October 3, 1995. EX-99 2 EXHIBIT 99.1 LIN SHAREHOLDERS APPROVE AT&T WIRELESS SERVICES MERGER; CLOSING OF TRANSACTION EXPECTED LATER TODAY FOR RELEASE: TUESDAY, OCTOBER 3, 1995 Parsippany, N.J. - LIN Broadcasting shareholders voted to approve the merger with AT&T Wireless Services (formerly McCaw Cellular Communications) at the annual shareholder meeting held here today. LIN and AT&T Wireless Services said they expect to close the merger later today by filing a certificate of merger with the State of Delaware. Within two days of the closing, Chemical Mellon Shareholder Services, the paying agent for the merger, will send letters of transmittal to LIN shareholders of record explaining the process by which LIN shares will be exchanged for cash. LIN shareholders will receive approximately $129.90 in cash for each LIN share. The total value of the merger is approximately $3.3 billion. AT&T Wireless Services already owns a 52 percent interest in LIN which has ownership positions in the strategically important cellular markets of New York, Los Angeles, Dallas and Houston. Under a 1989 agreement between McCaw and LIN, McCaw had to either offer to buy the remaining 48 percent of LIN or put the entire company up for sale. In April, AT&T Wireless Services announced its intention to purchase the remainder of LIN. "We've made tremendous progress together already," said Steven W. Hooper, president and chief executive officer of AT&T Wireless Services. "But this investment further strengthens our position as the world's leader in wireless communications. The potential for new services and growth in enormous." # # # -----END PRIVACY-ENHANCED MESSAGE-----