0001104659-05-024727.txt : 20050520 0001104659-05-024727.hdr.sgml : 20050520 20050520151402 ACCESSION NUMBER: 0001104659-05-024727 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050516 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050520 DATE AS OF CHANGE: 20050520 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: 05848038 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 a05-9773_18k.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 16, 2005

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SINCLAIR BROADCAST GROUP, INC.

Item 8.01 Other Events

On May 16, 2005, Sinclair Broadcast Group, Inc. (the “Company”) announced via press release that the Company’s Board of Directors had elected to exercise the right to exchange all of the Company’s issued and outstanding Series D Convertible Exchangeable Preferred Stock (“Preferred Stock”) for Exchange Debentures (the “Debentures”) on June 15, 2005 (the “Exchange Date”). Following the Exchange Date, the Preferred Stock will cease to exist and will be delisted from the Nasdaq National Market. The Debentures will mature on September 15, 2012 and will bear interest at a rate of 6% annually, payable quarterly. The Debentures will be convertible into Class A Common Stock. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 Sinclair Press Release (dated May 16, 2005) SBG Announces Exchange of Preferred Stock.

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

Dated: May 20, 2005

EX-99.1 2 a05-9773_1ex99d1.htm EX-99.1

Exhibit 99.1

News Release

Contact:	David Amy, EVP & Chief Financial Officer
	Lucy Rutishauser, VP Corporate Finance & Treasurer
	(410) 568-1592

SINCLAIR ANNOUNCES EXCHANGE OF SERIES D CONVERTIBLE
EXCHANGEABLE PREFERRED SECURITIES

BALTIMORE (May 16, 2005) – Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) announced that it has notified the registered holders of record of the $3.00 Series D Convertible Exchangeable Preferred Stock (“Preferred Stock”) (Nasdaq: SBGIP) of the Company’s election to exercise its right to exchange all of the issued and outstanding Preferred Securities into Exchange Debentures on June 15, 2005 (“Exchange Date”).

Pursuant to the terms of the Preferred Stock, a holder of the Preferred Stock will be entitled to receive $1,000 principal amount of Exchange Debentures for each $1,000 of liquidation preference of Preferred Stock held by such holder at the Exchange Date, plus accrued but unpaid dividends thereon on the Exchange Date. Following such exchange, the Preferred Stock will cease to exist and be delisted from the Nasdaq National Market and all dividends on the Preferred Stock will cease to accrue.

The Exchange Debentures will mature September 15, 2012 and will bear interest at a rate of 6% per annum, payable quarterly on each March 15, June 15, September 15 and December 15, beginning September 15, 2005. The Exchange Debentures will be convertible into Class A Common Stock on substantially the same conversion terms as the Preferred Stock.

This announcement is not an offer to purchase or a solicitation of an offer to sell any securities. The Preferred Stock exchange will be made pursuant to the terms applicable to the Preferred Stock.

Sinclair Broadcast Group, Inc., one of the largest and most diversified television broadcasting companies, owns and operates, programs or provides sales services to 61 television stations in 38 markets. Sinclair’s television group includes FOX, WB, ABC, CBS, NBC, and UPN affiliates and reaches approximately 23.0% of all U.S. television households. For more information, please visit Sinclair’s website at www.sbgi.net.