-----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, WnyGwiXelVWvdUkyJcrj5vKOa5/+fUuAPy6JquI8bOL/29iYZ7qLCXhrzW9+rw18 s2x3q2LkewnhT029mhS7QQ== 0001005150-97-000120.txt : 19970307 0001005150-97-000120.hdr.sgml : 19970307 ACCESSION NUMBER: 0001005150-97-000120 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19970306 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR BROADCAST GROUP INC CENTRAL INDEX KEY: 0000912752 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 521494660 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26076 FILM NUMBER: 97551343 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 W 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 10-Q/A 1 FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE [X] SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended September 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________to__________. Commission File Number: 033-69482 SINCLAIR BROADCAST GROUP, INC. (Exact name of Registrant as specified in its charter) Maryland 52-1494660 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 2000 W. 41st Street 21211 Baltimore, Maryland 21211 (Zip Code) (Address of principal executive offices) (410) 467-5005 (Registrant's telephone number including area code) None (Former name, former address and former fiscal year-if changed since last report) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- -------- As of November 5, 1996, there were 6,632,400 shares of Class A common stock, $.01 par value, 28,117,600 shares of Class B common stock, $.01 par value, and 1,150,000 shares of preferred stock, $.01 par value, of the Registrant issued and outstanding. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 10.1 Letter Agreement dated August 20, 1996 between Sinclair Broadcast Group, Inc., River City Broadcasting, L.P. and Fox Broadcasting Company. (Confidential treatment has been granted with respect to portions of this document. The copy filed omits the information granted confidential treatment.) 27 Financial Data Schedule* * Previously filed 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized. SINCLAIR BROADCAST GROUP, INC. by: /s/ David B. Amy ----------------------------- David B. Amy Chief Financial Officer Principal Accounting Officer 2 Exhibit Index 10.1 Letter Agreement dated August 20, 1996 between Sinclair Broadcast Group, Inc., River City Broadcasting, L.P. and Fox Broadcasting Company. (Confidential treatment has been granted with respect to portions of this document. The copy filed omits the information granted confidential treatment.) 27 Financial Data Schedule* * Previously filed EX-10.01 2 EXHIBIT 10.01 Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions, marked by an * and [], have been separately filed with the Commission. The information below marked with * and [ ] has been omitted pursuant to a request for confidential treatment. The omitted portions have been separately file with the Commission. August 20, 1996 Sinclair Broadcast Group, Inc. 2000 W. 41st Street Baltimore, Maryland 21211 River City Broadcasting, L.P. 1215 Cole Street St. Louis, Missouri 63106 Ladies and Gentlemen: The purpose of this letter (the "Letter Agreement") is to confirm, clarify and supplement the commitments of Fox Broadcasting Company ("FBC"), Fox Children's Network, Inc.("FCN"), Sinclair Broadcast Group, Inc., Sinclair Communications, Inc., and each of its subsidiaries (together with Sinclair Broadcast Group, Inc., "Sinclair") and Cunningham Communications, Inc. set forth in a letter agreement dated November 4, 1994 (the "November 1994 Agreement") and to extend those understandings to apply to certain other FBC-and/or FCN-affiliated stations that are owned, operated or under contract to be acquired or operated by Sinclair. These understandings also shall be reflected in amendments or modifications to the FBC and/or FCN affiliation agreements for the affected stations (collectively, the "Affiliation Agreements" and each an "FBC Affiliation Agreement" or "FCN Affiliation Agreement"). Accordingly, we agree as follows: GENERAL UNDERSTANDINGS AND AGREEMENTS 1. Except as specifically modified by the terms of this Letter Agreement, the November 1994 Agreement shall remain in full force and effect in accordance with its terms, [*] The information below marked by * and [ ] has been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Commission. [*] 2. FBC and Sinclair reaffirm their commitment to undertake the obligations set forth in each of the Affiliation Agreements and in Paragraph 1 of the "General Matters" Section of the November 1994 Agreement for each station set forth in Schedule A and River City Broadcasting, L.P. ("River City") agree to undertake such obligations with respect to [*] All such stations listed in Schedule A are hereinafter referred to as the "Stations." Sinclair and River City acknowledge and agree that in-pattern clearance of FBC and FCN programming is critically important to FBC and FCN and agree to act in good faith to fulfill their obligations as set forth in the respective Affiliation Agreements to clear in pattern all FBC and FCN programming on the Stations, subject only to the preemption rights set forth in Paragraph 11 of the FBC and FCN Affiliation Agreements or as otherwise provided for herein. Except as otherwise provided herein, Sinclair and River City further reaffirm the requirement in the existing FBC/FCN Agreements and specifically commit to clear in pattern on the Stations all new FBC and FCN programming that is rolled out during the terms of the Affiliation Agreements ("New Programming") as soon as reasonably possible after such New Programming is offered by FBC or FCN but no later than [*] following receipt of written notice from FBC or FCN regarding the roll-out of any such New Programming. 3. Except as expressly set forth in Schedule B hereto (with respect to FBC programming) and Schedule C hereto (with respect to FCN programming), Sinclair and River City confirm that neither Sinclair nor River City has any obligation or commitment that would interfere or conflict with in-pattern clearance on the Stations of existing or announced FBC or FCN programming, which announced programming is set forth on Schedule D hereto, and that all agreements that require Sinclair or River City to broadcast programming in time periods that conflict with in-pattern clearance of existing or announced FBC or FCN programming shall be permitted to expire on the earliest possible dates under such agreements without renewal or extension by Sinclair or River City, unless any such renewal or extension would not conflict with in-pattern clearances of any FBC or FCN programming. 4. Except as otherwise specifically set forth herein, the Affiliation Agreements for each of the Stations shall be amended or replaced to (a) provide for a new five-year term commencing as of the date hereof (the "Commencement Date") and (b) give FBC the unilateral right to renew all such agreements for an additional period of five years [*] ; provided however, that FBC shall be required to notify Sinclair in writing of its intent to renew [*]. If FBC elects to renew the agreements, it shall be required to renew all such 2 The information below marked by * and [ ] has been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Commission. agreements for each of the Stations that remain owned and/or operated by Sinclair at the time; provided, however, in the event that any of the Stations owned and/or operated by Sinclair has materially breached its Affiliation Agreement and continued such breach after written notification of the breach by FBC beyond the applicable cure period provided for in the Affiliation Agreement, FBC shall have the right to renew selectively any or all of the Affiliation Agreements. [*] 5. Each of the stations shall be required to clear the FCN afternoon block in pattern from 3:00 to 5:00 p.m. except as otherwise specified in Schedule C. [*] 6. The parties hereto acknowledge and agree that each would have no adequate remedy at law if the other party were to fail to fulfill the obligations undertaken and confirmed herein, and that the right to specific performance is essential to protect each party's rights and interests hereunder. Accordingly, in addition to any other remedies that any party may have hereunder, under the Affiliation Agreements, or at law or in equity, or otherwise and notwithstanding any other provision hereof, each party shall have the right to have all obligations, undertakings, agreements of the other party under this Letter Agreement specifically performed by such other party and to obtain an order or decree of such specific performance in any of the courts of the United States or of any state or other political subdivision thereof. 7. Subject to the right specified above to seek an order of specific performance of any provision hereof, any demand or claim shall be resolved by arbitration. Specifically, in the event of any such claim or demand arising out of this Letter Agreement or any modification or extension of this Letter Agreement (including the question of whether any particular matter is arbitrable hereunder) that cannot be resolved by the parties, the complaining party (the "Complainant") shall serve upon the other party or parties to the controversy, dispute or claim (the "Other Party") a written demand for arbitration stating the substance of the controversy, dispute or claim and the contention of the Complainant. The Complainant shall refer the dispute to the American Arbitration Association ("AAA") to resolve all points of disagreement in accordance with the AAA rules then in effect. The parties hereto agree to abide by all awards and decisions rendered in the arbitration proceeding in accordance with the foregoing, and all such awards and decisions may be filed, if necessary, by the prevailing party with any court 3 The information below marked by * and [ ] has been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Commission. having jurisdiction over the person or property of the other party as a basis for judgment and the issuance of execution thereon. The parties acknowledge that time is of the essence to the matters contained herein, and any arbitration shall be conducted pursuant to expedited procedures. The fee of the arbitrator(s) and related expenses of arbitration shall be apportioned among the parties as determined by the arbitrator(s). 8. Paragraph 3 of the "General Matters" Section of the November 1994 Agreement is hereby deleted and replaced with the following: During the current term or first renewal term (both as provided for in paragraph 4 hereof) of any FBC or FBC/FCN Affiliation Agreement for [*] However, FBC and its related entities shall not be restricted in any manner from acquiring any interest in any station, including stations located in markets in which Sinclair operates FBC or FCN affiliates; provided, however, if FBC, any affiliate, subsidiary or related companies of FBC or its parent, or any other entities in which the foregoing have an interest ("Fox") acquires all of, or a controlling ownership interest in, another station in a market in which one of the Stations specified in the preceding sentence is located and determines to operate the station being acquired as an FBC affiliate, FBC may terminate the affiliation of the affected Sinclair Station only if FBC first offers Sinclair or its designee in writing (accompanied by financials of the station reasonably sufficient to enable Sinclair to perform a valuation) the right to acquire Fox's interest (at a price which shall be the fair market value of the station), and Sinclair rejects the offer in writing. If Sinclair fails to respond to the offer within thirty (30) days of receipt of Fox's notice, Sinclair shall be deemed to have rejected the offer. If Sinclair wishes to purchase the station, [*] 4 The information below marked by * and [ ] has been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Commission. [*] If Sinclair or its designee purchases the station, it shall operate the station as an FBC affiliate pursuant to a standard-form FBC Affiliation Agreement, to be effective at the conclusion of any existing afiliation agreement for the station. If Sinclair declines the offer, Fox may proceed with the acquisition and then terminate the Affiliation Agreement. 9. [*] AGREEMENTS WITH RESPECT TO INDIVIDUAL STATIONS 10. As soon as possible and no later than 60 days from the date hereof, the parties shall amend or enter into new Affiliation Agreements for each Station to reflect the understandings set forth herein. Failure to amend or enter into such Affiliation Agreements shall not impair any such right, power or privilege under this Letter Agreement or be construed as a waiver of any default or acquiescence therein. WBFF, Baltimore, Maryland ("WBFF") 11. [*] 5 The information below marked by * and [ ] has been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Commission. [*] 12. Cunningham Communications, Inc. reaffirms its commitment set forth in the November 1994 Agreement to make available to FBC during the term of the WBFF FBC Affiliation Agreement space on the WBFF tower to accommodate two microwave dishes (and related transmitter equipment space) and one small television camera at a monthly rental fee of [*]. Such space shall be made available to FBC within thirty (30) days of the date hereof. FBC shall give WBFF the right to switch into the signal from the FBC camera for use on WBFF telecasts at no cost to Sinclair. WTTE, Columbus, Ohio ("WTTE") 13.[*] 14. [*] 15. [*] WPGH-TV, Pittsburgh, Pennsylvania ("WPGH") 16. [*] WDKY-TV, Danville, Kentucky ("WDKY") 17. Sinclair and FBC shall enter into a standard-form FBC/FCN Affiliation Agreement, subject to such modifications as are necessary to reflect the 6 The information below marked by * and [ ] has been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Commission. terms of this agreement. The Agreement shall require WDKY to broadcast all New Programming as soon as reasonably possible after such New Programming is available but no later than [*] following receipt of written notice from FBC or FCN regarding the roll-out of any such New Programming. KDSM-TV, Des Moines, Iowa ("KDSM") 18. [*] WYZZ-TV, Bloomington, Illinois ("WYZZ") 19. [*] WSMH, Flint, Michigan ("WSMH") 20. Sinclair and FBC shall enter into a standard-form FBC/FCN Affiliation Agreement, subject to such modifications as are necessary to reflect the terms of this Agreement, which shall require WSMH to broadcast all New Programming as soon as possible after such New Programming is available but no later than [*] following receipt of written notice from FBC or FCN regarding the roll-out of any such New Programming 21. [*] 7 The information below marked by * and [ ] has been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Commission. [*] WTTO, Birmingham, Alabama ("WTTO") 22. [*] WTVZ, Norfolk, Virginia ("WTVZ") and WLFL, Raleigh, North Carolina ("WLFL") 23. Until expiration of the FBC Affiliation Agreements for each of WTVZ and WLFL on August 31, 1998, Sinclair shall broadcast in pattern all New Programming on each station as soon as reasonably possible after such New Programming is offered by FBC but no later than [*] following receipt of written notice from FBC or FCN regarding the roll-out of any such New Programming; provided, however, [*] Neither of these FBC Affiliation Agreements will be extended or renewed. Notwithstanding the August 31, 1998 expiration of the FBC Affiliation Agreements, 8 The information below marked by * and [ ] has been omitted pursuant to a request for confidential treatment. The omitted portions have been separately filed with the Commission. each of WTVZ and WLFL shall remain entitled to receive their respective shares of retransmission consent revenues throughout the period that the existing retransmission consents remain in effect. WTTA, St. Petersburg, Florida ("WTTA"), WCGV-TV, Milwaukee, Wisconsin ("WCGV") and KSMO-TV, Kansas City, Missouri ("KSMO") 24. The parties shall execute new FCN Affiliation Agreements for each of these stations providing for five-year terms from the Commencement Date. [*] 25. [*] 26. [*] 27. [*] 28. This Letter Agreement shall be binding on the successors and permitted assigns of each of the parties hereto. 9 If the foregoing is in accordance with our agreements and understandings, please sign a copy of this Letter Agreement in the space provided below. Very truly yours, FOX BROADCASTING COMPANY By: /s/ Lan Corbi ------------------------ Lana Corbi, Executive Vice President ACKNOWLEDGED AND AGREED: SINCLAIR BROADCAST GROUP, INC. By: /s/ David D. Smith ------------------------------- David D. Smith, President of Sinclair Broadcast Group, Inc., Sinclair Communications, Inc. and each subsidiary thereof ACKNOWLEDGED AND AGREED: (For Purposes of the WBFF Tower Rental Only) CUNNINGHAM COMMUNICATIONS, INC. By: /s/ David D. Smith ---------------------------- David D. Smith, President ACKNOWLEDGED AND AGREED: RIVER CITY BROADCASTING, L.P. By: --------------------------- Its General Partner By: /s/ Barry Baker ------------------------ Barry Baker 10 SCHEDULE A TO SINCLAIR-FOX LETTER AGREEMENT STATIONS SUBJECT TO THE AGREEMENT --------------------------------- Station Location ------- -------- WTTA Tampa, FL WPGH Pittsburgh, PA WBFF Baltimore, MD WLFL Raleigh, NC WCGV Milwaukee, WI KSMO Kansas City, KS WTTE Columbus, OH KABB San Antonio, TX WTVZ Norfolk, VA WTTO Birmingham, AL WSMH Flint, MI WDKY Lexington, KY KDSM Des Moines, IA WYZZ Peoria, IL THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. SCHEDULE B TO SINCLAIR-FOX LETTER AGREEMENT [*] [*] [*] [*] [*] [*] [*] THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. EXHIBIT B [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. EXHIBIT B [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. EXHIBIT B [*] THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. EXHIBIT B [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. EXHIBIT "A" [*] THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. SCHEDULE C TO SINCLAIR-FOX LETTER AGREEMENT [*] [*] [*] [*] [*] [*] [*] [*] [*] THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. EXHIBIT A [*] [*] [*] THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. EXHIBIT A [*] [*] THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. EXHIBIT A [*] [*] THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. EXHIBIT A [*] [*] THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. EXHIBIT A [*] [*] THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. EXHIBIT A [*] [*] THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. EXHIBIT A [*] [*] [*] [*] [*] THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. EXHIBIT A [*] [*] THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. SCHEDULE D TO SINCLAIR-FOX LETTER AGREEMENT Announced FBC New Programming ----------------------------- Fox After Breakfast Fox News Sunday Bourbon Street THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. SCHEDULE E [*] [*] [*1] [*2] [*] [*3] [*] [*4] [*5] [*] - -------------------------- 1 [*] 2 [*] 3 [*] 4 [*] 5 [*] THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. SCHEDULE F [*] [*] [*] [*] [*] -----END PRIVACY-ENHANCED MESSAGE-----