-----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, NNSEobHwP493ZuI4v8JWnVM8BBUv1G88vrWEbGakZTYdXBqYHUoHWLrrTkHRGb/I 8A4mTLZj5ZEyjRmIwJeI8w== 0001104659-08-042594.txt : 20080627 0001104659-08-042594.hdr.sgml : 20080627 20080627094511 ACCESSION NUMBER: 0001104659-08-042594 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080623 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080627 DATE AS OF CHANGE: 20080627 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: 08920803 BUSINESS ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 4105681500 MAIL ADDRESS: STREET 1: 10706 BEAVER DAM ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21030 8-K 1 a08-17423_18k.htm 8-K

 

UNITED STATES

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) June 23, 2008

 

 

 

SINCLAIR BROADCAST GROUP, INC.

(Exact name of registrant)

 

Maryland

 

52-1494660

(State of organization)

 

(I.R.S. Employer Identification Number)

 

10706 Beaver Dam Road

Hunt Valley, MD  21030

(Address of principal executive offices and zip code)

 

(410) 568-1500

(Registrant’s telephone number, including area code)

 

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 7.01 Regulation FD Disclosure.

 

On June 23, 2008, our wholly owned subsidiary, Sinclair Television of Charleston, Inc. entered into an asset purchase agreement (the “WTVR-TV Purchase Agreement”) with Raycom Media, Inc., Elcom of Virginia, LLC and Elcom of Virginia License Subsidiary, LLC (collectively “Raycom Media”) pursuant to which we will acquire WTVR-TV in Richmond, Virginia for $85.0 million in cash.

 

On June 23, 2008, our wholly owned subsidiaries, Sinclair Television of Charleston, Inc. and WRLH Licensee, LLC entered into an asset purchase agreement (the “WRLH-TV License Purchase Agreement” and together with the WTVR-TV Purchase Agreement, the “Purchase Agreements”) with Carma Broadcasting, LLC pursuant to which we will sell the license and programming assets of WRLH-TV in Richmond, Virginia. We will retain the other assets of WRLH-TV and will provide sales and other non-programming related services to the station under an outsourcing agreement.

 

The Purchase Agreements contain customary representations and warranties, closing and termination provisions.  The closings of the Purchase Agreements are subject to the satisfaction of a number of customary conditions, including receiving regulatory approval of the Federal Communications Commission and, in the case of the WTVR-TV Purchase Agreement, the Department of Justice and are expected to close within the next year.  Closing of the WTVR-TV Purchase Agreement is contingent upon the closing of the WRLH-TV License Purchase Agreement.  Either the buyer or the seller has the right to terminate the WRLH-TV License Purchase Agreement if the closing does not occur on or before June 23, 2010. Either the buyer or the seller has the right to terminate the WTVR-TV Purchase Agreement if the closing does not occur on or before June 23, 2009.

 

A copy of the Company’s press release is attached hereto as Exhibit 99.1.  The information contained herein and in the attached exhibit are furnished under this Item 7.01 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.  The information contained herein and in the accompanying exhibit shall not be incorporated by reference to any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibit related to Item 7.01 shall be deemed to be furnished and not filed.

 

Exhibit 99.1 Sinclair Press Release (dated June 24, 2008) Sinclair to Purchase WTVR-TV and Sell WRLH-TV in Richmond-Petersburg, VA.

 

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:

Vice President / Chief Accounting Officer

Dated: June 27, 2008

 

3


EX-99.1 2 a08-17423_1ex99d1.htm EX-99.1

Exhibit 99.1

 

News Release

 

Contact:

David Amy, EVP & CFO

 

 

Lucy Rutishauser, Treasurer

 

 

(410) 568-1500

 

 

SINCLAIR TO PURCHASE WTVR-TV AND SELL WRLH-TV IN RICHMOND-PETERSBURG, VA
 

BALTIMORE (June 24, 2008) — Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) announced today that it has agreed to buy the assets of WTVR-TV (CBS 6) in the Richmond-Petersburg, Virginia market from Raycom Media, Inc. for $85.0 million and simultaneously sell the license assets of WRLH-TV (FOX 35) to Carma Broadcasting, LLC.  Following the sale of WRLH, Sinclair will continue to provide sales and other non-programming related services to WRLH.  The transactions are subject to the Federal Communications Commission’s (FCC) approval and are expected to close late in the third quarter 2008.

 

Sinclair Broadcast Group, Inc., one of the largest and most diversified television broadcasting companies, will own and operate, program or provide sales services to 58 television stations (59 stations after the announced purchase) in 35 markets after the sale.  Sinclair’s television group reaches approximately 22% of U.S. television households and is affiliated with all major networks.

 

Forward-Looking Statements:

 

The matters discussed in this press release include forward-looking statements regarding, among other things, future results and future valuations of stations.  When used in this press release, the words “believes,” “expects,” and similar expressions are intended to identify 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 changes in broadcast regulations, court rulings, valuations of broadcast properties, and the other risk factors set forth in the Company’s most recent reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.  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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