-----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, BWb/UW0Iqxw2dlunh7E0i8qILYyVDpqmCvCCMdYRMtHOjsIBs/XVwOch0GNEfW3S fLTmPZDEcb78wKMFW5xcGg== 0001104659-05-030878.txt : 20050701 0001104659-05-030878.hdr.sgml : 20050701 20050701100609 ACCESSION NUMBER: 0001104659-05-030878 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050701 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050701 DATE AS OF CHANGE: 20050701 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: 05930473 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 a05-11715_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

 

Commission File Number 000-26076

event reported) July 1, 2005

 

 

 

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 1.01 Entry into a Material Definitive Agreement.

 

On July 1, 2005, Sinclair Communications, LLC ( “Sinclair Communications”), a subsidiary of Sinclair Broadcast Group, Inc. (the “Company”), and Cunningham Communications, Inc. (“Cunningham Communications”) entered into Amendment No. 2 (the “Amendment”) to the original Lease Agreement, dated July 1, 1987, as amended July 1, 1997 (the “Lease”).  The Amendment is effective July 1, 2005.

 

Cunningham Communications is owned by David D. Smith, the Company’s President, Chief Executive Officer and Director, as well as Frederick Smith, J. Duncan Smith and Robert Smith, members of the Board of Directors of the Company.  The Smith brothers are the controlling shareholders of the Company.

 

The Amendment includes the lease of space on the Tower and in the Building (each as defined in the Lease) that Sinclair Communications utilizes but for which no formal agreement had previously existed.  The Lease was amended to increase the monthly rent by approximately $25,357 for a total current monthly rent of approximately $82,860.  The monthly rent will increase by 5% in July of 2006.  In addition, the Amendment requires Sinclair Communications to make a lump sum payment of $565,800 to Cunningham Communications upon the execution of the Amendment.  Under the terms of the Amendment, Cunningham Communications has no right to use the antenna system of Sinclair Communications and Sinclair Communications has the right to license the use of such antenna system to third parties and to charge a “plug-in fee” for such use.  In addition, pursuant to the Amendment, Cunningham Communications consents to the sublease of space by Sinclair Communications to Baltimore (WNUV-TV) Licensee, Inc., a television station owned and operated by the Company.  The term of the Lease expires on June 30, 2007.

 

The Amendment is attached to this Form 8-K as Exhibit 10.1 and is incorporated by reference as if fully set forth herein.  The foregoing description of the Amendment is qualified in its entirety by reference to such Exhibit 10.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits

 

Exhibit 10.1  Amendment No. 2, dated as of July 1, 2005 and effective July 1, 2005, by and between Cunningham Communications, Inc. (“Lessor”) and Sinclair Communications, LLC, as successor by merger of Chesapeake Television, Inc. (“Lessee”) to the Lease Agreement (the “Agreement”) between Lessor and Lessee, effective as of July 1, 1987, as amended July 1, 1997.

 

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

 

 

 

 

Dated: July 1, 2005

 

 

3


EX-10.1 2 a05-11715_1ex10d1.htm EX-10.1

Exhibit 10.1

 

AMENDMENT NO. 2

 

This Amendment No. 2, is dated as of July 1, 2005 and effective July 1, 2005 by and between Cunningham Communications, Inc. (“Lessor”) and Sinclair Communications, LLC, as successor by merger of Chesapeake Television, Inc. (“Lessee”) to the Lease Agreement (the “Agreement”) between Lessor and Lessee, effective as of July 1, 1987, as amended July 1, 1997.

 

WHEREAS, Lessee currently utilizes additional space on the Tower and in the Building for the purpose of the installation, operation and maintenance of its digital antenna system, and no formal agreement exists between the parties with respect to such utilization;

 

WHEREAS, subject to the terms of the Agreement, it is the intent of the parties hereto to amend the Agreement in accordance with the terms hereof.

 

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:

 

1.  The term of the Agreement expires June 30, 2007.

 

2.  Section 2.01 (a) of the Agreement is hereby deleted in its entirety and replaced with the following:

 

“2.01 (a)  Space on the Tower for the purpose of the operation and maintenance of Lessee’s equipment as follows:

 

To support Lessee’s analog antenna, TFU-14GTH/VP-R06DC, which will transmit on 660 MHz, in connection with the operation of Lessee’s business, as previously disclosed and specifically approved by Lessor.  The analog antenna will be mounted so that its center of radiation will be approximately 1280 feet above ground as shown in Exhibit “B”, with the exact height being determined by Lessor’s consulting engineers. The location of the analog antenna and WR1600 waveguide shall be subject to Lessor’s approval.  The waveguide shall not exceed one in number and sixteen (16) inches in diameter.

 

To support Lessee’s auxiliary antenna, TUPC3-4-1, which will transmit on television channels 14-60, in connection with the operation of Lessee’s business, as previously disclosed and specifically approved by Lessor.  The auxiliary antenna will be mounted so that its center of radiation will be approximately 1140 feet above ground as shown in Exhibit “B”, with the exact height being determined by Lessor’s consulting engineers. The location of the auxiliary antenna and transmission line shall be subject to Lessor’s approval.  The transmission line shall not exceed one (1) in number and three inches in diameter.

 



 

To support Lessee’s ENG receive antenna, Proscan microwave radio antenna, which will receive on 2 GHz, in connection with the operation of Lessee’s business, as previously disclosed and specifically approved by Lessor.  The ENG antenna will be mounted so that its center of radiation will be approximately 1160 feet above ground as shown in Exhibit “B”, with the exact height being determined by Lessor’s consulting engineers. The location of the ENG receive antenna, control cable and transmission line shall be subject to Lessor’s approval.  The transmission line shall not exceed one (1) in number and one and five eighths (1-5/8) inches in diameter.

 

To support Lessee’s digital antenna, Dielectric TUDC-C5SP-10/36SPH-1-B, which will transmit on 626-662 MHz, in connection with the operation of Lessee’s business, as previously disclosed and specifically approved by Lessor.  The digital antenna will be mounted so that its center of radiation will be approximately 1240 feet above ground as shown in Exhibit “B”, with the exact height being determined by Lessor’s consulting engineers. The location of the digital antenna and transmission line shall be subject to Lessor’s approval.  The transmission line shall not exceed one (1) in number and eight (8) inches in diameter.

 

To support Lessee’s two (2) microwave pickup antennas, which will receive on 23 GHz, in connection with the operation of Lessee’s business, as previously disclosed and specifically approved by Lessor.  The microwave pickup antennas will be mounted so that their center of radiation will be approximately 100 feet above ground as shown in Exhibit “B”, with the exact height being determined by Lessor’s consulting engineers. The location of the microwave pickup antennas and transmission line shall be subject to Lessor’s approval.

 

To support Lessee’s one (1) microwave studio to transmitter link antenna, which will transmit on 7 GHz, in connection with the operation of Lessee’s business, as previously disclosed and specifically approved by Lessor.  The microwave transmit antenna will be mounted so that its center of radiation will be approximately 350 feet above ground as shown in Exhibit “B”, with the exact height being determined by Lessor’s consulting engineers. The location of the microwave transmit antennas and transmission line shall be subject to Lessor’s approval.

 

To support Lessee’s two (2) two-way radio antennas, in connection with the operation of Lessee’s business, as previously disclosed and specifically approved by Lessor.  The two-way radio pickup antennas will be mounted on the communications platform of the Tower located at approximately 1185 feet above ground as shown in Exhibit “B”, with the exact height being determined by Lessor’s consulting engineers. The location of the two-way radio antennas and transmission line shall be subject to Lessor’s approval.

 

Exhibit “B” hereto is a formal construction drawing which describes the location of Lessee’s equipment.”

 

3.             Lessor agrees that Lessee’s right to space in the Building as described in Section 2.01(b) of the Agreement has been increased as described in Exhibit C dated July 1, 2003 and attached hereto.  The parties agree that the original Exhibit C attached to the Agreement, if any, is hereby deleted and replaced with the Exhibit C attached to this Amendment No. 2.

 



 

4.  Section 5.01 of the Agreement is hereby amended by increasing the monthly rent by Twenty Five Thousand Three Hundred Fifty Seven Dollars and Fifty Cents ($25,357.50) effective July 1, 2005.  Upon execution of this Amendment, Lessee agree to pay Lessor a lump sum payment in the amount of Five Hundred Sixty Five Thousand Eight Hundred Dollars ($565,800).

 

5.  Section 21.07 of the Agreement is hereby amended to reflect the following addresses for notices or other communications:  if to Lessor: Cunningham Communications, Inc., 10706 Beaver Dam Road, 5th Floor, Cockeysville, Maryland  21030; and if to Lessee: Sinclair Communications, LLC, 10706 Beaver Dam Road, Cockeysville, Maryland  21030, Attention:  General Counsel, with a copy to Vice President, Engineering.

 

6.  Lessor shall have no right to use Lessee’s antenna system or to allow others to use such antenna system.  Lessor further agrees that Lessee, in its sole discretion, has the right to license the use of such antenna system to third parties and to charge a “plug-in fee” to any third party that utilizes Lessee’s antenna system.  Lessee agrees that for each subtenant that it grants a license for the use of the antenna system, such subtenant shall enter into a separate license agreement with Lessor.

 

7. Lessor hereby consents to Lessee’s sublease of space in the Building to Baltimore (WNUV-TV) Licensee, Inc.

 

Except as expressly provided herein, the Agreement shall not be amended or modified by this Amendment No. 2 and each of the terms thereof shall continue in full force and effect.

 



 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

 

 

Cunningham Communications, Inc.

 

 

 

 

 

By:

/s/ J. Duncan Smith

 

 

Name: J. Duncan Smith

 

Its: Secretary

 

 

 

 

 

Sinclair Communications, LLC

 

 

 

 

 

By:

/s/ David Bochenek

 

 

Name: David Bochenek

 

Its: CAO

 


-----END PRIVACY-ENHANCED MESSAGE-----