-----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, DTtM/eGzm/VOx2IjZiP0+H0fiRrgUK7GC5TlS/xE+08w4yFO8t99PxUTGJzbztlM Kbj+InCy6/Bp6qd+GPY+7A== /in/edgar/work/20000628/0001005150-00-000885/0001005150-00-000885.txt : 20000920 0001005150-00-000885.hdr.sgml : 20000920 ACCESSION NUMBER: 0001005150-00-000885 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR BROADCAST GROUP INC CENTRAL INDEX KEY: 0000912752 STANDARD INDUSTRIAL CLASSIFICATION: [4833 ] IRS NUMBER: 521494660 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-26076 FILM NUMBER: 662687 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 11-K 1 0001.txt FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [x] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1999. or [ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to __________. Commission file number 000-26076 SINCLAIR BROADCAST GROUP, INC. 401(K) PROFIT SHARING PLAN AND TRUST (Full title of Plan) SINCLAIR BROADCAST GROUP, INC. 10706 BEAVER DAM ROAD COCKEYSVILLE, MD 21030 (Name of issuer of the securities held pursuant to the Plan and address of its principal executive office) SINCLAIR BROADCAST GROUP, INC. 401(K) PROFIT SHARING PLAN AND TRUST AS OF DECEMBER 31, 1999 AND 1998 INDEX PAGE REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS As of December 31, 1999 and 1998 2 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS For the Years Ended December 31, 1999 and 1998 3 NOTES TO FINANCIAL STATEMENTS AND SCHEDULES December 31, 1999 and 1998 4 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES As of December 31, 1999 7 SINCLAIR BROADCAST GROUP, INC. 401(K) PROFIT SHARING PLAN AND TRUST ---------------------------------------- FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998 TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Trustees of Sinclair Broadcast Group, Inc. 401(k) Profit Sharing Plan and Trust: We have audited the accompanying statements of net assets available for plan benefits of the Sinclair Broadcast Group, Inc. 401(k) Profit Sharing Plan and Trust (the Plan) as of December 31, 1999 and 1998, and the related statement of changes in net assets available for plan benefits for the years then ended. These financial statements and the schedules referred to below are the responsibility of the Plan's trustee. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1999 and 1998, and the changes in its net assets available for plan benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /S/ ARTHUR ANDERSEN LLP Baltimore, Maryland June 23, 2000 SINCLAIR BROADCAST GROUP, INC. 401(K) PROFIT SHARING PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1999 AND 1998
1999 1998 ----------- ----------- ASSETS: Investments, at market value (participant directed) Legg Mason High Yield Portfolio $ 2,807,209 $ 2,389,838 Legg Mason Investment Grade Income Fund 1,963,193 1,745,807 Legg Mason Special Investment Trust 10,698,382 7,037,556 Legg Mason Total Return Trust 4,555,526 4,611,382 Legg Mason U.S. Government Portfolio 1,077,064 1,179,605 Legg Mason U.S. Government Money Market Portfolio 2,210,893 1,184,282 Legg Mason Value Trust 16,043,951 8,706,010 Putnam International Growth Fund 7,367,602 3,964,310 Putnam New Opportunities Fund 12,348,666 6,014,510 ----------- ---------- 59,072,486 36,833,300 Sinclair Broadcast Group, Inc. common stock, at market 1,278,047 583,745 Cash equivalents 67,427 2,909 Loans to participants 1,776,072 1,342,641 Receivables- Employee contributions 207,902 461,558 Employer matching contributions 1,437,635 1,382,723 ----------- ----------- Net assets available for plan benefits $63,839,569 $40,606,876 =========== ===========
The accompanying notes and schedules are an integral part of these statements. SINCLAIR BROADCAST GROUP, INC. 401(K) PROFIT SHARING PLAN AND TRUST STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998 ----------- ------------ ASSETS: Additions to net assets attributed to: Contributions- Employee $ 6,621,564 $ 5,465,612 Employer 1,437,635 1,382,723 Rollover 9,340,337 12,632,144 Interest and dividend income and forfeitures 4,018,657 1,374,978 Realized and unrealized gains on investments 7,884,860 3,471,304 ----------- ----------- Total additions 29,303,053 24,326,761 ----------- ----------- Deductions from net assets attributed to : Benefits paid to participants 6,030,782 4,652,492 Administrative expenses 39,578 31,453 ----------- ----------- Total deductions 6,070,360 4,683,945 ----------- ----------- NET INCREASE 23,232,693 19,642,816 NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of year 40,606,876 20,964,060 ----------- ----------- End of year $63,839,569 $40,606,876 =========== ===========
The accompanying notes and schedules are an integral part of these statements. SINCLAIR BROADCAST GROUP, INC. 401(K) PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1999 AND 1998 1. PLAN DESCRIPTION: The Sinclair Broadcast Group, Inc. 401(k) Profit Sharing Plan and Trust (the Plan) was established with an effective date of January 1, 1989. The Plan is a participatory defined contribution plan covering substantially all employees of Sinclair Broadcast Group, Inc. (the Company) who have completed one year of credited service (1,000 hours) and are at least twenty-one years of age. Under the provisions of the Plan, the Company may make discretionary matching contributions. These matching contributions equaled 50% of the first 4% of the participant's salary reduction during 1999 and 1998. The 1998 matching contribution was made in the form of the Company's common stock. The 1999 matching contribution, includes a receivable as of December 31, 1999 and will be funded with the Company's common stock being contributed to the plan. The Company may also make additional discretionary contributions each year. There were no additional discretionary contributions during 1999 or 1998. During 1999, the Company acquired several companies, and certain employees of those companies acquired, rolled over their benefit plan account balances into the Plan. Each participant's account is credited with the participant's contribution, the Company's matching contribution and their pro rata share of earnings on invested assets of the trust funds. Effective during 1996, participants may direct contributions in any of nine investment options. Participants are fully vested in their salary reduction amounts contributed to the Plan and related earnings. Under the provisions of the Plan, eligible employees become 20% vested in all other amounts credited to their account after two years of service, 40% vested after three years of service, 60% vested after four years of service, 80% vested after five years of service and are fully vested after six years of service. Participants may elect one of several methods to receive their vested benefits including (a) a joint and survivor option whereby the employee receives a reduced monthly benefit during his/her lifetime and, upon death, the surviving spouse will receive a monthly benefit for his/her lifetime, (b) the purchase of a life annuity, (c) equal installments over a period of not more than the participant's assumed life expectancy (or participant's and participant's beneficiary's assumed life expectancy) at the time of distribution, or (d) a lump sum distribution. In the absence of such election by the participant, the method of distribution shall be determined by the Plan. Upon termination of employment before normal retirement, a lump sum distribution may also be made. In addition, participants may borrow the lesser of $50,000 or one-half of their vested balance, with interest charged based on the prime rate at the time of borrowing. Interest income from these loans is treated as income to the Plan and is allocated with other earnings on investments. Effective in 1998, an amendment to the Plan occurred which allows in-service distributions of salary deferred contributions upon attainment of age 59 1/2. Additionally, the amendment allows the withdrawal of after-tax and rollover contributions at any time. In July 1999, the Company completed the acquisition of certain assets of Guy Gannett television broadcasting stations. In conjunction with this purchase, the assets of the Guy Gannett 401(k) were transferred into the Plan, effective November 16, 1999. All employees eligible to participant in the Guy Gannett 401(k) were automatically eligible to participate in the Plan. Effective October 1, 1999, the recordkeeping function was transferred from EMJAY Corporation to Financial Administrative Services Corporation (FASCORP) and the plan was amended to increase participant deferrals up to a maximum of 20% of their salary. In December 1999, the Company completed the sale of the majority of its radio division. As of December 31, 1999, plan assets related to those employees have not been transferred out of the Plan. The employees in those stations became fully vested in their employer contributions. 2. SIGNIFICANT ACCOUNTING POLICIES: BASIS OF FINANCIAL PRESENTATION The accompanying financial statements are presented on the accrual basis of accounting. Certain administrative expenses of the Plan are borne by the Company. INCOME TAX STATUS The Plan received a favorable determination letter dated March 26, 1996. This letter certifies that under its present form, the Plan is currently designed in compliance with the applicable requirements of the Internal Revenue Code. Management believes that the Plan is being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, the Plan is qualified for tax-exempt status, and the related trust was qualified as of the financial statement dates. INVESTMENTS Investments are stated at market value. As of December 31, 1999, all investments of the Plan are held by FASCORP (the Trustee), and are invested with Legg Mason Wood Walker Incorporated (Legg Mason) and Putnam Investments. The accompanying Schedule of Assets Held for Investment Purposes represents a detailed listing of investments held by the Plan as of December 31, 1999. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. 3. NEW ACCOUNTING PRONOUNCEMENT: The Accounting Standards Executive Committee issued Statement of Position 99-3 Accounting for and Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters (SOP) which eliminates the requirement for a defined contribution plan to disclose participant directed investment programs. The SOP was adopted for the 1999 financial statements and as such, the 1998 statements have been reclassified to eliminate the participant directed fund investment program disclosures. 4. PLAN TERMINATION: Although it has not expressed any intent to do so, the Employer has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of the Employee Retirement Income Security Act of 1974. In the event of plan termination, participants will become 100% vested in their accounts. Schedule I SINCLAIR BROADCAST GROUP, INC. 401(K) PROFIT SHARING PLAN AND TRUST SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1999
NUMBER OF INVESTMENT/DESCRIPTION UNITS/SHARES COST MARKET - --------------------------------------- ------------ ----------- ----------- Legg Mason High Yield Portfolio 186,898 $ 2,684,329 $ 2,807,209 Legg Mason Investment Grade Income Fund 200,735 1,981,701 1,963,193 Legg Mason Special Investment Trust 266,460 9,259,392 10,698,382 Legg Mason Total Return Trust 242,961 4,788,441 4,555,526 Legg Mason U.S. Government Portfolio 108,575 1,090,750 1,077,064 Legg Mason U.S. Government Money Market Portfolio 2,210,893 2,210,893 2,210,893 Legg Mason Value Trust 213,152 14,080,822 16,043,951 Putnam International Growth Fund 248,235 5,851,611 7,367,602 Putnam New Opportunities Fund 135,259 9,566,523 12,348,666 Sinclair Broadcast Group, Inc. Common Stock 104,731 949,133 1,278,047 Cash equivalents -- 67,427 67,427 Loans (with interest rates from 6.25% to 10.50%) 1,776,072 1,776,072 ----------- ----------- $54,307,094 $62,194,032 =========== ===========
The accompanying notes are an integral part of this schedule. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Sinclair Broadcast Group, Inc. 401(k) Profit Sharing Plan Date: June 28, 2000 /s/ David B. Amy ---------------- David B. Amy Sinclair Broadcast Group, Inc. Plan Administrator EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 23 Consent of Independent Public Accountants EX-23 2 0002.txt EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports included in this Form 11-K, into the Company's previously filed Registration Statements File No. 333-58135 and 333-43047. /s/ ARTHUR ANDERSEN Baltimore, Maryland, June 27, 2000 -----END PRIVACY-ENHANCED MESSAGE-----