-----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, DzSnpbZu9qqcLH/BdSLUMEmnzPIKtQiIQvElLVVNKx6W/Zy/GaTEC832OxLSKUA5 W/lKDsb5fjJWYzyQO+Z/LA== 0001104659-02-007230.txt : 20021224 0001104659-02-007230.hdr.sgml : 20021224 20021224103442 ACCESSION NUMBER: 0001104659-02-007230 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021224 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021224 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26076 FILM NUMBER: 02868136 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 8-K 1 j6448_8k.htm 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

Form 8-K

 

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 


 

Date of Report (Date of earliest

 

Commission File Number 000-26076

event reported)  December 24, 2002

 

 

 

SINCLAIR BROADCAST GROUP, INC.

(Exact name of registrant)

 

 

Maryland

 

52-1494660

(State of organization)

 

(I.R.S. Employer Identification Number)

 

 

10706 Beaver Dam Road

Cockeysville, MD  21030

(Address of principal executive offices and zip code)

 

(410) 568-1500

(Registrant’s telephone Number)

 

 

 


 

SINCLAIR BROADCAST GROUP, INC.

 

 

Item 7.  Financial Statements and Exhibits

 

No financial statements are filed as part of this report.

 

The following exhibit is filed as part of this report:

 

Exhibit  99.1   Sinclair Broadcast Group, Inc.  Press Release (Dated December 24, 2002) - Sinclair Invests $20 Million in Summa Holdings

 

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SIGNATURE

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

SINCLAIR BROADCAST GROUP, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ David Bochenek

 

 

 

 

 

 

Name:

David Bochenek

 

 

Title:

Chief Accounting Officer/Controller

 

 

 

 

Dated: December 24, 2002

 

 

 

 

 

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EX-99.1 3 j6448_ex99d1.htm EX-99.1

Exhibit 99.1

 

News Release

 

Contact:

 

David Amy, EVP & CFO

 

 

Lucy Rutishauser, VP Corporate Finance & Treasurer

 

 

(410) 568-1500

 

 

SINCLAIR INVESTS $20 MILLION IN SUMMA HOLDINGS
 

    BALTIMORE (December 24, 2002) — Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) announced today that it has agreed to make a $20 million cash investment, representing a 17.5% equity interest in the form of convertible preferred stock, in Summa Holdings, Ltd, a holding company which owns automobile dealerships, retail tire franchises, and a leasing company located in the mid-Atlantic region.  David Smith, President and CEO of Sinclair, has a controlling interest in Summa.

 

    Because of Mr. Smith’s involvement with Summa, an independent Special Committee of the Board of Directors was formed to evaluate and make a recommendation regarding the investment, using independent outside legal counsel, as well as negotiate the terms of any proposed investment.  A fairness opinion on the investment was obtained from an appraisal firm qualified under Sinclair’s outstanding bond indentures.

 

    Under the terms of the agreement, Summa will use the proceeds solely for the purpose of acquiring automobile dealerships.  In addition, Summa is committed to maintaining a certain amount of advertising with Sinclair’s television stations.  Currently, Summa’s businesses overlap with Sinclair operated television stations, WBFF-TV and WNUV-TV, in Baltimore, Maryland.  Sinclair will not be involved in the day-to-day management or operations of Summa, however, it will hold one board seat, in addition to the board seat already held by David Smith under his personal investment.

 

    “Because the automobile industry represents the largest category of advertisers for television stations, and because Summa is a profitable and well-run company, we believe that the Summa investment is an attractive one for Sinclair,” stated Martin R. Leader, a member of Sinclair’s Board and Chairman of the Special Committee.

 

    Sinclair Broadcast Group, Inc., one of the largest and most diversified television broadcasting companies, owns and operates, programs or provides sales services to 62 television stations in 39 markets.  Sinclair’s television group includes FOX, WB, ABC, CBS, NBC, and UPN affiliates and reaches approximately 24.0% of all U.S. television households.  For more information, please visit Sinclair’s website at www.sbgi.net.

 

    Through its direct and indirect subsidiaries, Summa Holdings, Ltd controls 35 automobile dealerships under the Mile One subsidiary, offering 18 brands of automobiles; 38 Mr. Tire retail tire operations; Allstate Leasing, an automobile/equipment leasing and rental operation; and 4 Mile One Collision Centers.  Summa recently entered into an agreement to acquire MotorWorld Automotive Group,

 



 

Inc, which owns and operated 12 automobile dealerships in the Wilkes-Barre/Scranton, Pennsylvania market.  MotorWorld is one of the largest automobile dealership groups in northeastern Pennsylvania.

 

Forward-Looking Statements:

 

The matters discussed in this press release include forward-looking statements.  Such statements are subject to a number of risks and uncertainties.  Actual results in the future could differ materially and adversely from those described in the forward-looking statements as a result of various important factors, including the impact of changes in national and regional economies and the credit markets and the risk factors set forth in the Company’s most recent report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2002, the Company’s first quarter report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2002, the Company’s second quarter report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2002, and the Company’s third quarter report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2002.  There can be no assurances that the assumptions and other factors referred to in this release will occur.  The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements.

 

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