-----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, RrPpy8y3FcaCm0w50eesolA7kyTKfksuLCYHmh5XPlasakbqWF2nWoCs9idsF9sC KnLKoh1XLcc1vnXztKVYpg== 0001104659-03-010413.txt : 20030515 0001104659-03-010413.hdr.sgml : 20030515 20030515171012 ACCESSION NUMBER: 0001104659-03-010413 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030515 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030515 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: 03706020 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 j1224_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 event
reported) May 15, 2003

 

Commission File Number  000-26076

 

 

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 May 15, 2003) – Sinclair Broadcast Group Agrees to Issue Two Series of Notes.

 

 

2



 

 

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 R. Bochenek

 

 

 

 

 

 

 

 

Name:

David R. Bochenek

 

 

 

 

 

 

 

Title:

Chief Accounting Officer/Controller

 

 

 

 

 

 

 

 

 

 

Dated: May 15, 2003

 

 

3


EX-99.1 3 j1224_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 Broadcast Group Agrees to Issue Two Series of Notes

 

BALTIMORE (May 15, 2003) -- Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) announced today that it has agreed to issue $100 million of Senior Subordinated Notes (the “Senior Subordinated Notes”) and $125 million of Convertible Senior Subordinated Notes (plus an option granted to certain initial purchasers to acquire an additional $25 million of the convertible notes) (the “Convertible Notes”).  The Convertible Notes placement was upsized from the Company’s previously announced proposed offering of $100 million with a $20 million over allotment.

 

The Senior Subordinated Notes will be an add-on issuance under the indenture relating to Sinclair’s existing 8% Senior Subordinated Notes due 2012.  The Senior Subordinated Notes have been offered only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) and/or to non-U.S. persons pursuant to Regulation S under the 1933 Act.

 

The Convertible Notes will mature in 2018 and will be convertible into Class A common shares of Sinclair Broadcast Group, Inc. at the option of the holder upon certain circumstances and at a fixed conversion rate.  The Convertible Notes have been offered only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended) and/or to non-U.S. persons pursuant to Regulation S under the 1933 Act.

 

Sinclair intends to use the net proceeds of the two series of notes to finance the repurchase or redemption of its existing 11.625% High Yield Trust Offering Preferred Securities (“HYTOPS”) due March 15, 2009 and for general corporate purposes, which may include the repayment of bank debt.

 

The Senior Subordinated Notes, the Convertible Notes and the shares of class A common stock issuable upon conversion of the Convertible Notes agreed to be offered by Sinclair have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities or blue sky laws and may not be offered or sold in the United States or in any state thereof absent registration or an applicable exemption from the registration requirements of such laws.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Senior Subordinated Notes or the Convertible Notes.

 



 

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, as amended, filed with the Securities and Exchange Commission on May 9, 2003.  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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