-----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, iHGamh9C180DVmH8PGGILQKqOUyzIQkbsEOaWUqiSS8yKw4pDC2pd23yCLHmQZsm eo9FfUOK/vyKUp+Ipd7Xtg== 0000950130-95-001799.txt : 19950906 0000950130-95-001799.hdr.sgml : 19950906 ACCESSION NUMBER: 0000950130-95-001799 CONFORMED SUBMISSION TYPE: DEF13E3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950905 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: DEF13E3 SEC ACT: 1934 Act SEC FILE NUMBER: 005-11563 FILM NUMBER: 95570131 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: DEF13E3 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 DEF13E3 1 DEFINITIVE SCHEDULE 13E-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1995. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934) (AMENDMENT NO. 3) ---------------- LIN BROADCASTING CORPORATION (NAME OF ISSUER) AT&T CORP. MCCAW CELLULAR COMMUNICATIONS, INC. MMM HOLDINGS, INC. MMM ACQUISITION CORP. LIN BROADCASTING CORPORATION (NAME OF PERSONS FILING STATEMENT) COMMON STOCK, $.01 PAR VALUE 532763-10-9 (TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER OF CLASS OF SECURITIES) ---------------- MARILYN J. WASSER ANDREW A. QUARTNER TOM A. ALBERG AT&T CORP. MCCAW CELLULAR LIN BROADCASTING 131 MORRISTOWN ROAD COMMUNICATIONS, INC. CORPORATION BASKING RIDGE, NJ 07920 1150 CONNECTICUT AVENUE, NW 5295 CARILLON POINT (212) 387-5400 WASHINGTON, D.C. 20036 KIRKLAND, WA 98033 (202) 223-9222 (206) 828-1902 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSONS FILING STATEMENT) ---------------- COPIES TO: STEVEN A. ROSENBLUM DAVID B. CHAPNICK WACHTELL, LIPTON, ROSEN & KATZ SIMPSON THACHER & BARTLETT 51 WEST 52ND STREET 425 LEXINGTON AVENUE NEW YORK, NY 10019 NEW YORK, NY 10017 (212) 403-1000 (212) 455-2000 This statement is filed in connection with the filing of solicitation materials subject to Regulation 14A under the Securities Exchange Act of 1934. Check the following box if the soliciting materials referred to above are preliminary copies. [_] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PAGE 1 OF 9 PAGES The Rule 13E-3 Transaction Statement (as amended, the "Statement") of LIN Broadcasting Corporation, a Delaware corporation ("LIN"), McCaw Cellular Communications, Inc., a Delaware corporation ("McCaw") and a wholly owned subsidiary of AT&T Corp., a New York corporation ("AT&T"), MMM Holdings, Inc., a Delaware corporation ("Holdings") and a wholly owned subsidiary of McCaw, and MMM Acquisition Corp., a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Holdings, which relates to a proposal to approve and adopt an Agreement and Plan of Merger, dated April 28, 1995, as amended and restated June 30, 1995 (the "Merger Agreement"), among LIN, McCaw, Holdings and Merger Sub, and the merger of Merger Sub into LIN upon the terms and subject to the conditions set forth in the Merger Agreement (the "Merger"), is hereby amended as set forth in this Amendment No. 3. The Statement, as amended, is intended to satisfy the reporting requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Act"). A copy of the Merger Agreement is filed by LIN as Appendix A to the revised preliminary proxy statement (as revised, the "Proxy Statement") filed as Exhibit (d) to the Statement. The cross reference sheet below is being supplied pursuant to General Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement of the information required to be included in response to the items of this Statement. The information in the Proxy Statement, including all appendices thereto, is hereby expressly incorporated herein by reference and the responses to each item in this Statement are qualified in their entirety by the information contained in the Proxy Statement. 2 CROSS REFERENCE SHEET
ITEM IN SCHEDULE 13E-3 WHERE LOCATED IN PROXY STATEMENT -------------- -------------------------------- Item 1(a) "SUMMARY--AT&T, McCaw, Holdings, Merger Sub and LIN" and "CERTAIN INFORMATION REGARDING AT&T, McCAW, HOLDINGS, MERGER SUB AND LIN--LIN" Item 1(b) Cover Page of Proxy Statement, "SUMMARY--Annual Meeting of LIN Stockholders," and "THE ANNUAL MEETING--Record Date; Shares Entitled to Vote; Vote Required" Item 1(c), (d) "MARKET PRICES OF LIN COMMON SHARES; DIVIDEND HISTORY" Item 1(e) ** Item 1(f) "MARKET PRICES OF LIN COMMON SHARES; DIVIDEND HISTORY" Item 2(a)-(d), (g) Cover Page of Proxy Statement, "SUMMARY--AT&T, McCaw, Holdings, Merger Sub and LIN," "CERTAIN INFORMATION REGARDING AT&T, McCAW, HOLDINGS, MERGER SUB AND LIN," "ELECTION OF DIRECTORS--Nominees for Director," "EXECUTIVE OFFICERS" and Appendix E Item 2(e) ** Item 2(f) ** Item 3(a)(1) "CERTAIN INFORMATION REGARDING AT&T, McCAW, HOLDINGS, MERGER SUB AND LIN--Certain Transactions Among LIN, AT&T and McCaw" and "--Relationship with LIN Television." Item 3(a)(2) "SPECIAL FACTORS--Background of the Merger" Item 3(b) "SPECIAL FACTORS--Background of the Merger" Item 4(a), (b) "SUMMARY--The Merger," "THE MERGER" and "SPECIAL FACTORS-- Interests of Certain Persons in the Merger; Conflicts of Interest" Item 5(a) ** Item 5(b) ** Item 5(c), (e) "SPECIAL FACTORS--Certain Effects of the Merger; Operations of LIN After the Merger" Item 5(d) ** Item 5(f), (g) "SPECIAL FACTORS--Certain Effects of the Merger; Operations of LIN After the Merger" and "CURRENT INFORMATION: DELISTING AND DEREGISTRATION" Item 6(a), (b), (c) "SUMMARY--The Merger," "FINANCING OF THE MERGER" and "THE MERGER--Expenses and Fees" Item 6(d) ** Item 7(a)-(c) "SPECIAL FACTORS--Purpose, Structure and Reasons for the Merger" Item 7(d) "SUMMARY--The Merger," "SPECIAL FACTORS--Certain Effects of the Merger; Operations of LIN After the Merger" and "--Certain Federal Income Tax Consequences" Item 8(a), (b) "SUMMARY--The Merger" and "SPECIAL FACTORS--Fairness of the Transaction; Recommendations"
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ITEM IN SCHEDULE 13E-3 WHERE LOCATED IN PROXY STATEMENT -------------- -------------------------------- Item 8(c) "SUMMARY--Annual Meeting of LIN Stockholders" and "THE ANNUAL MEETING--Record Date; Shares Entitled to Vote; Vote Required" Item 8(d) "SUMMARY--The Merger," "SPECIAL FACTORS--Background of the Merger," "--Fairness Opinion of Wasserstein Perella," and "--Terms of the PMVG" Item 8(e) "SPECIAL FACTORS--Background of the Merger" and "--Fairness of the Transaction; Recommendations" Item 8(f) ** Item 9(a), (b), (c) "SUMMARY--The Merger," "SPECIAL FACTORS--Background of the Merger," "--Fairness Opinion of Wasserstein Perella," "--Private Market Value View of Morgan Stanley," "--Private Market Value View of Bear Stearns and Lehman Brothers" and "--Private Market Value Determination of Wasserstein Perella" Item 10(a) "SPECIAL FACTORS--Background of the Merger," "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT-- Principal Stockholders," "--Security Ownership of Management" and Appendix E Item 10(b) ** Item 11 "SUMMARY--Annual Meeting of LIN Stockholders," "--The Merger," "THE ANNUAL MEETING--Record Date; Shares Entitled to Vote; Vote Required," "SPECIAL FACTORS--Background of the Merger," "--Terms of the PMVG" and "THE MERGER" Item 12(a) "SUMMARY--Annual Meeting of LIN Stockholders," "THE ANNUAL MEETING--Annual Meeting" and "--Record Date; Shares Entitled to Vote; Vote Required" Item 12(b) "SUMMARY--The Merger," "THE ANNUAL MEETING--Annual Meeting" and "SPECIAL FACTORS--Fairness of the Transaction; Recommendations" Item 13(a) "SUMMARY--The Merger," "RIGHTS OF DISSENTING STOCKHOLDERS" and Appendix C Item 13(b) ** Item 13(c) ** Item 14(a) "SUMMARY--LIN Broadcasting Corporation Summary Consolidated Financial Data" Item 14(b) ** Item 15(a), (b) "THE ANNUAL MEETING--Proxies; Proxy Solicitation" Item 16 Proxy Statement Item 17(a) ** Item 17(b) * Item 17(c)(1) Appendix A Item 17(c)(2) Appendix D Item 17(d) Proxy Statement Item 17(e) Appendix C Item 17(f) **
- -------- * The information requested by this Item is not required to be included in the Proxy Statement. ** The Item is inapplicable or the answer thereto is in the negative. 4 ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION. (a) The information set forth in "SUMMARY--AT&T, McCaw, Holdings, Merger Sub and LIN" and "CERTAIN INFORMATION REGARDING AT&T, McCAW, HOLDINGS, MERGER SUB AND LIN--LIN" in the Proxy Statement is incorporated herein by reference. (b) The information set forth on the Cover Page of the Proxy Statement, in "SUMMARY--Annual Meeting of LIN Stockholders" and in "THE ANNUAL MEETING--Record Date; Shares Entitled to Vote; Vote Required" in the Proxy Statement is incorporated herein by reference. (c),(d) The information set forth in "MARKET PRICES OF LIN COMMON SHARES; DIVIDEND HISTORY" in the Proxy Statement is incorporated herein by reference. (e) Not applicable. (f) The information set forth in "MARKET PRICES OF LIN COMMON SHARES; DIVIDEND HISTORY" in the Proxy Statement is incorporated herein by reference. ITEM 2. IDENTITY AND BACKGROUND. (a)-(d), The information set forth on the Cover Page of the Proxy Statement (g) and in "SUMMARY--AT&T, McCaw, Holdings, Merger Sub and LIN," "CERTAIN INFORMATION REGARDING AT&T, McCAW, HOLDINGS, MERGER SUB AND LIN," "ELECTION OF DIRECTORS--Nominees for Director," "EXECUTIVE OFFICERS" and Appendix E in the Proxy Statement is incorporated herein by reference. (e) Negative. (f) Negative. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS. (a)(1) The information set forth in "CERTAIN INFORMATION REGARDING AT&T, McCAW, HOLDINGS, MERGER SUB AND LIN--Certain Transactions Among LIN, AT&T and McCaw" and "--Relationship With LIN Television" in the Proxy Statement is incorporated herein by reference. (a)(2) The information set forth in "SPECIAL FACTORS--Background of the Merger" in the Proxy Statement is incorporated herein by reference. (b) The information set forth in "SPECIAL FACTORS--Background of the Merger" in the Proxy Statement is incorporated herein by reference. ITEM 4. TERMS OF THE TRANSACTION. (a),(b) The information set forth in "SUMMARY--The Merger," "THE MERGER" and "SPECIAL FACTORS--Interests of Certain Persons in the Merger; Conflicts of Interest" in the Proxy Statement is incorporated herein by reference. ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a) Not applicable. (b) Not applicable. (c),(e) The information set forth in "SPECIAL FACTORS--Certain Effects of the Merger; Operations of LIN After the Merger" in the Proxy Statement is incorporated herein by reference. 5 (d) Not applicable. (f),(g) The information set forth in "SPECIAL FACTORS--Certain Effects of the Merger; Operations of LIN After the Merger" and "CURRENT INFORMATION: DELISTING AND DEREGISTRATION" in the Proxy Statement is incorporated herein by reference. ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a)-(c) The information set forth in "SUMMARY--The Merger," "FINANCING OF THE MERGER" and "THE MERGER--Expenses and Fees" in the Proxy Statement is incorporated herein by reference. (d) Not applicable. ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS. (a)-(c) The information set forth in "SPECIAL FACTORS--Purpose, Structure and Reasons for the Merger" in the Proxy Statement is incorporated herein by reference. (d) The information set forth in "SUMMARY--The Merger," "SPECIAL FACTORS--Certain Effects of the Merger; Operations of LIN After the Merger" and "--Certain Federal Income Tax Consequences" in the Proxy Statement is incorporated herein by reference. ITEM 8. FAIRNESS OF THE TRANSACTION. (a),(b) The information set forth in "SUMMARY--The Merger" and "SPECIAL FACTORS--Fairness of the Transactions; Recommendations" in the Proxy Statement is incorporated herein by reference. (c) The information set forth in "THE ANNUAL MEETING--Record Date; Shares Entitled to Vote; Vote Required" in the Proxy Statement is incorporated herein by reference. (d) The information set forth in "SPECIAL FACTORS--Background of the Merger," "--Fairness Opinion of Wasserstein Perella," and "--Terms of the PMVG" in the Proxy Statement is incorporated herein by reference. (e) The information set forth in "SPECIAL FACTORS--Background of the Merger" and "--Fairness of the Transaction; Recommendations" in the Proxy Statement is incorporated herein by reference. (f) Not Applicable. ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS. (a)-(c) The information set forth in "SUMMARY--The Merger," "SPECIAL FACTORS--Background of the Merger," "--Fairness Opinion of Wasserstein Perella," "--Private Market Value View of Morgan Stanley," "--Private Market Value View of Bear Stearns and Lehman Brothers" and "--Private Market Value Determination of Wasserstein Perella" in the Proxy Statement is incorporated herein by reference. ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. (a) The information set forth in "SPECIAL FACTORS--Background of the Merger," "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT--Principal Stockholders," "--Security Ownership of Management" and Appendix E in the Proxy Statement is incorporated herein by reference. 6 (b) Not applicable. ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S SECURITIES. The information set forth in "SUMMARY--Annual Meeting of LIN Stockholders," "--The Merger," "THE ANNUAL MEETING--Record Date; Shares Entitled to Vote; Vote Required," "SPECIAL FACTORS-- Background of the Merger," "--Terms of the PMVG" and "THE MERGER" in the Proxy Statement is incorporated herein by reference. ITEM 12. PRESENT INTENTION AND RECOMMENDATIONS OF CERTAIN PERSONS WITH REGARD TO THE TRANSACTION. (a) The information set forth in "SUMMARY--Annual Meeting of LIN Stockholders," "THE ANNUAL MEETING--Annual Meeting" and "--Record Date; Shares Entitled to Vote; Vote Required" in the Proxy Statement is incorporated herein by reference. (b) The information set forth in "SUMMARY--The Merger," "THE ANNUAL MEETING--Annual Meeting" and "SPECIAL FACTORS--Fairness of the Transaction; Recommendations" in the Proxy Statement is incorporated herein by reference. ITEM 13. OTHER PROVISIONS OF THE TRANSACTION. (a) The information set forth in "SUMMARY--The Merger," "RIGHTS OF DISSENTING STOCKHOLDERS" and Appendix C in the Proxy Statement is incorporated herein by reference. (b) Not applicable. (c) Not applicable. ITEM 14. FINANCIAL INFORMATION. (a) The information set forth in (i) "SUMMARY--LIN Broadcasting Corporation Summary Consolidated Financial Data" in the Proxy Statement, (ii) LIN's Annual Report on Form 10-K for the year ended December 31, 1994, as amended by Amendment Nos. 1 and 2 thereto on Form 10-K/A, and (iii) LIN's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, as amended by Amendment No. 1 thereto on Form 10-Q/A, and June 30, 1995 is incorporated herein by reference. (b) Not applicable. ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED. (a),(b) The information set forth in "THE ANNUAL MEETING--Proxies; Proxy Solicitation" in the Proxy Statement is incorporated herein by reference. ITEM 16. ADDITIONAL INFORMATION. The information set forth in the Proxy Statement is incorporated herein by reference. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. (a) Not applicable. (b)(1) Fairness opinion of Wasserstein Perella & Co. (incorporated by reference to Appendix B to the Proxy Statement) (b)(2) Fairness opinion materials prepared by Wasserstein Perella & Co.* 7 (b)(3) Materials prepared by Morgan Stanley & Co. Incorporated.* (b)(4) Materials prepared by Bear Stearns & Co., Inc. and Lehman Brothers Inc.* (b)(5) Materials prepared by Wasserstein Perella & Co.* (b)(6) Letter delivered by Bear Stearns & Co., Inc. to the LIN Independent Directors, dated April 28, 1995.* (b)(7) Letter delivered by Lehman Brothers Inc. to the LIN Independent Directors, dated April 28, 1995.* (c)(1) Agreement and Plan of Merger, dated April 28, 1995, as amended and restated June 30, 1995, among McCaw, Holdings, Merger Sub and LIN (incorporated by reference to Appendix A to the Proxy Statement). (c)(2) The Private Market Value Guarantee, dated December 11, 1989, as amended, between McCaw and LIN (incorporated by reference to Appendix D to the Proxy Statement). (c)(3) Memorandum of Understanding, dated June 22, 1995, with respect to the proposed settlement of litigation.* (d) Proxy Statement and related Notice of Annual Meeting, Letter to Stockholders and Proxy (incorporated by reference to the Proxy Statement and related materials filed by LIN under a Schedule 14A, Amendment No. 3, on the date hereof). (e) Incorporated by reference to Appendix C to the Proxy Statement. (f) Not applicable. -------- * Previously filed. 8 SIGNATURE AFTER DUE INQUIRY AND TO THE BEST OF ITS KNOWLEDGE AND BELIEF, EACH OF THE UNDERSIGNED CERTIFIES THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT. AT&T Corp. Date: September 5, 1995 /s/ Dennis J. Carey By: _________________________________ Dennis J. Carey Vice President McCaw Cellular Communications, Inc. Date: September 5, 1995 /s/ Steven W. Hooper By: _________________________________ Steven W. Hooper President MMM Holdings, Inc. Date: September 5, 1995 /s/ Steven W. Hooper By: _________________________________ Steven W. Hooper President MMM Acquisition Corp. Date: September 5, 1995 /s/ H. John Hokenson By: _________________________________ H. John Hokenson Vice President LIN Broadcasting Corporation Date: September 5, 1995 /s/ Lewis M. Chakrin By: _________________________________ Lewis M. Chakrin Chairman 9 -----END PRIVACY-ENHANCED MESSAGE-----