-----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, Uwaw+s6Idbpl2pCtnAdqVwFG3b4c2sssSQGNzJ5TBiyhdOPTjjPrbe7BxGjkWB9r SvcGBSs8v3avfnqRg/EGtg== 0000950130-97-000270.txt : 19970127 0000950130-97-000270.hdr.sgml : 19970127 ACCESSION NUMBER: 0000950130-97-000270 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970124 SROS: NASD GROUP MEMBERS: BANKERS TRUST COMPANY GROUP MEMBERS: BANKERS TRUST INTERNATIONAL PLC GROUP MEMBERS: BANKERS TRUST NEW YORK CORP GROUP MEMBERS: BANKERS TRUST NEW YORK CORPORATION GROUP MEMBERS: BT SECURITIES CORPORATION GROUP MEMBERS: PYRAMID VENTURES, INC SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44309 FILM NUMBER: 97510325 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKERS TRUST NEW YORK CORP CENTRAL INDEX KEY: 0000009749 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 136180473 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 280 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122502500 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: BT NEW YORK CORP DATE OF NAME CHANGE: 19671107 SC 13D/A 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 *) ---- Sinclair Broadcast Group, Inc.. ----------------------------------------------------------- (Name of Issuer) Class A Common Stock, $0.01 par value ----------------------------------------------------------- (Title of Class of Securities) 829266 10 9 ----------------------------------------------------------- (CUSIP Number) Mr. James T. Byrne, Jr. Office of the Secretary Bankers Trust New York Corporation 280 Park Avenue, New York, NY 10017 Tel. (212) 250-1869 ----------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 1, 1997 * ----------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) __________________ *See Item 1. SCHEDULE 13D CUSIP NO. 829266 10 9 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Pyramid Ventures, Inc. EIN No. 13-3407479 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC (See Item 3) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBERS OF 7. SOLE VOTING POWER SHARES 556,345.45 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH 0 REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 556,345.45 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 556,345.45 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.78% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 829266 10 9 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bankers Trust Company EIN No. 13-4941247 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO (See Item 3) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBERS OF 7. SOLE VOTING POWER SHARES 52,600 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH 0 REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 52,600 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,600 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .79% 14. TYPE OF REPORTING PERSON BK,IA SCHEDULE 13D CUSIP NO. 829266 10 9 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bankers Trust International plc 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC (See Item 3) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom NUMBERS OF 7. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH 0 REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 829266 10 9 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BT Securities Corporation EIN No. 13-3311934 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC (See Item 3) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBERS OF 7. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH 0 REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON BD SCHEDULE 13D CUSIP NO. 829266 10 9 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bankers Trust New York Corporation EIN No. 13-6180473 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC, BK (See Item 3) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBERS OF 7. SOLE VOTING POWER SHARES 0/*/ BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH 0 REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 0/*/ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0/*/ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0/*/ 14. TYPE OF REPORTING PERSON CO - ---------- /*/ Pyramid Ventures, Inc. and Bankers Trust International plc are indirect wholly-owned subsidiaries of Bankers Trust New York Corporation. Bankers Trust Company and BT Securities Corporation are direct wholly-owned subsidiaries of Bankers Trust New York Corporation. As a result, Bankers Trust New York Corporation may be deemed to be the indirect beneficial owner of the shares of Class A Common Stock beneficially owned by Pyramid Ventures, Inc., Bankers Trust Company, BT Securities Corporation and Bankers Trust International plc. ITEM 1. SECURITY AND ISSUER. This Amendment No. 1 to the joint statement on Schedule 13D, filed June 25, 1996 (the "Original 13D"), relates to the Class A Common Stock, par value $.01 ------------ per share (the "Class A Common Stock"), of Sinclair Broadcast Group, Inc., a -------------------- Maryland corporation (the "Issuer"). The principal executive offices of the ------ Issuer are located at 2000 W. 41st Street, Baltimore, Maryland 21211. The purpose of this Amendment No. 1 is to report the acquisition by Pyramid Ventures, Inc., a Delaware corporation ("Pyramid"), of 152,995 shares of Series ------- B Convertible Preferred Stock ("Series B Preferred Stock") of the Issuer, as a ------------------------ result of the distribution of shares of such Preferred Stock by River City Broadcasting, L.P., a Delaware limited partnership (the "Partnership") to its ----------- partners, including Pyramid. The Partnership held shares of Series A Exchangeable Preferred Stock ("Series A Preferred Stock") which were exchanged ------------------------ for shares of Series B Preferred Stock, prior to the distribution thereof on November 16, 1996 and January 1, 1997. ITEM 2. IDENTITY AND BACKGROUND. Reference is made to the response to Item 3 in the Original 13D which is incorporated herein. Item 2(a) through (c); Item 2(f). -------------------------------- This Amendment No. 1 is being filed by the persons who filed the Original 13D, (i) Pyramid Ventures, Inc., a Delaware corporation ("Pyramid"), with ------- respect to shares of Class A Common Stock deemed to be beneficially owned by it; (ii) Bankers Trust Company, a New York banking corporation ("BTCo."), with ----- respect to shares of Class A Common Stock beneficially held as fiduciary on behalf of its customers; (iii) Bankers Trust International plc, a United Kingdom company ("BTI") with respect to shares of Class A Common Stock beneficially --- owned by it as principal; (iv) BT Securities Corporation, a Delaware corporation ("BT Securities"), with respect to shares of Class A Common Stock beneficially ------------- owned by it as principal and acquired by it in the ordinary course of business in market making transactions; and (v) Bankers Trust New York Corporation, a New York corporation ("BTNY"), which as a parent of each of Pyramid, BTCo., BTI and ---- BT Securities may be deemed to be the indirect beneficial owner of the shares of Class A Common Stock owned by Pyramid, BTCo., BTI and BT Securities. Each of BTCo., BTI, and BT Securities is referred sometimes as a "Purchaser". As described in Item 2 of the Original 13D, Pyramid was a limited partner in the Partnership which acquired shares of Series A Preferred Stock of the Issuer, in connection with the acquisition of the Partnership's assets by the Issuer. All of the shares of the Series A Preferred Stock were exchanged for shares of Series B Preferred Stock. The Partnership distributed the shares of Series B Preferred Stock to its partners on November 15, 1996 and January 1, 1997 to its partners, including Pyramid. Certain of the names and titles of the directors and executive officers of Pyramid, each Purchaser and BTNY have changed since the filing of the Original 13D. As amended, the name, citizenship, business or residence address, principal occupation or employment, and name, principal business and address of any corporation or organization in which such employment is conducted of each director and executive officer of Pyramid, each Purchaser, and BTNY are set forth in the revised Annex B attached hereto and incorporated into this Item 2 by reference. Except as set forth herein, there is no other amendment or other change to the responses to Items 2(a) through 2(c) and 2(f) as set forth in the Original 13D. Items 2(d) and (e). ------------------ Annex C attached to the Original 13D is hereby deleted. Except as disclosed in the revised Annex C attached hereto, none of Pyramid or any Purchaser, or BTNY, or, to the knowledge of Pyramid and each Purchaser, any of the persons identified in Annex B, have during the past five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. There is no other amendment or change to the responses to Items 2(d) and (e) as set forth in the Original 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Reference is made to the response to Item 3 in the Original 13D which is incorporated herein. Pyramid acquired the Series B Preferred Stock in the distribution by the Partnership to its limited partners. The 152,995 shares of Series B Preferred Stock of the Issuer which Pyramid received is convertible at a price of $27.50 per share into approximately 556,345.45 shares of Class A Common Stock of the Issuer. Pyramid is a party to a Consent Agreement, dated as of April 10, 1996 as amended as of December 20, 1996 (the "Consent Agreement"), among certain former ------------------ holders of interests in the Partnership. As such, because it may be deemed to be a member of a group consisting of the parties to the Consent Agreement, Pyramid may be deemed for purposes of Rule 16a-1(a)(1) to beneficially own all shares of Series B Convertible Preferred Stock owned by the Partnership and by any of the parties to the Consent Agreement. Pyramid disclaims beneficial ownership of any interest in the Shares held by other parties to the Consent Agreement. BTCo. acquired the 52,600 shares of Class A Common Stock reported herein in the open market as fiduciary on behalf of its customers, using customer funds. BTI holds no shares of Class A Common Stock.reported herein as principal, using its working capital to acquire such shares of Class A Common Stock. BT Securities holds no shares of Class A Common Stock but it may acquire shares of Class A Common Stock in the future in the ordinary course of business in market making transactions. BT Securities uses working capital to acquire shares of Class A Common Stock. ITEM 4. PURPOSE OF TRANSACTION. Reference is made to the response to Item 4 in the Original 13D which is incorporated herein. Pyramid acquired the shares of Series B Preferred Stock reported herein as a result of the distribution by the Partnership of such Shares. As stated in the Original 13D, Pyramid acquired its interest in the Partnership for investment purposes. As of the date of this Amendment No. 1, there are no amendments or changes to the reponses in the Original 13D with respect to either (i) the purpose for any acquisition of Class A Common Stock by any of the reporting persons or (ii) any present plans or proposals which relate to or would result in the events described in parts (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Reference is made to the response to Item 5 in the Original 13D which is incorporated herein. (a) Pyramid, as a result of the distribution by the Partnership of 152,995 shares of Series B Preferred Stock, may be deemed to beneficially own, at the current conversion rate, 556,345.45 shares of Class A Common Stock, or 7.78% of the Class A Common Stock. Because the provisions of the Consent Agreement restrict disposition or conversion of the Series B Preferred Stock for a period greater than 60 days without the consent of the former general partner of the Partnership, Pyramid, for purposes of Rule 16a-1(a)(1), disclaims beneficial ownership in the Class A Common Stock into which the Series B Preferred Stock is convertible. In addition, Pyramid, because of its affiliate relationship with the Purchasers, may be deemed to have beneficial interest in the shares of Class A Common Stock in which the Purchasers have a beneficial interest. As of January 10, 1997, the aggregate number of shares in which affiliates of Pyramid have a beneficial interest equals 52,600, representing .79% of the issued and outstanding shares of Class A Common Stock. The Partnership, Better Communications, Inc., Barry Baker, together with certain other parties to the Consent Agreement, have filed a joint Statement on Schedule 13D, pursuant to which they have stated that such group may be deemed to beneficially own 30,872,058 shares of Class A Common Stock, which, when issued, will represent approximately 82.32% of the issued and outstanding shares of Class A Common Stock, and that beneficial ownership of Class A Common Stock may be attributed to all of the parties to the Consent Agreement. Pyramid, and each of the Purchasers as affiliates of Pyramid, specifically disclaim any beneficial ownership of any shares of Class A Common Stock of the Issuer held by members of group consisting of the other parties to the Consent Agreement. BTCo. beneficially owns 52,600 shares of Class A Common Stock as fiduciary on behalf of its customers, constituting .79% of the issued and outstanding shares of Class A Common Stock of the Issuer. BTI does not own any shares of Class A Common Stock. BT Securities does not own any shares of Class A Common Stock. As a parent of each of the Purchasers, BTNY may be deemed to be the indirect beneficial owner of the shares of Class A Common Stock, if any, owned by the Purchasers and Pyramid. (b) As a holder of Series B Preferred Stock, Pyramid can vote and direct the vote, or dispose or direct the disposition of such shares subject to the provisions of the Consent Agreement; the Class A Common Stock and the Series B Preferred Stock vote together as a group. Pyramid disclaims the power to vote or direct the vote, and disclaims the power to dispose or to direct the disposition of, any shares of the Class A Common Stock of the Issuer owned by the holders of other shares of Series B Preferred Stock or shares of Class A Common Stock of the Issuer owned by the other parties to the Consent Agreement. (c) Annex D hereto sets forth all transactions in shares of Class A Common Stock that were effected during the past sixty days by the persons referred to in paragraph (a). (d) No amendment or change is made to the response to Item 5(d) of the Original 13D. (e) Not applicable. Except as set forth herein, no other amendment or change is made to the response to Item 5 of the Original 13D. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Reference is made to the response to Item 6 in the Original 13D which is incorporated herein. Pyramid is a party to the Consent Agreement with the other partners of the Partnership as described in Item 4. Pursuant to the Consent Agreement, the parties thereto have agreed to restrict the disposition of shares of the Issuer's Series B Preferred Stock and Class A Common Stock. Except as specifically set forth herein, no other change is made to the response to Item 6 of the Original 13D. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 7.01. Joint filing statement pursuant to Rule 13d-1(f)(1). 7.02. Amendment dated December 20, 1996 to Consent Agreement (The Consent Agreement filed on June 25, 1996 with the Securities and Exchange Commission as Exhibit 7.02 to Schedule 13D which is hereby incorporated by reference). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 23, 1997 Signature: BANKERS TRUST NEW YORK CORPORATION By: S/ James T. Byrne, Jr. -------------------------------------------- Name: James T. Byrne, Jr. Title: Senior Vice President ANNEX A BANKERS TRUST NEW YORK CORPORATION BANKERS TRUST COMPANY The following sets forth the name, mailing address, occupation or principal business affiliation and citizenship of each director and executive officer of BTNY. Unless otherwise indicated, each individual listed below is also a director or executive officer of BTCo. To the best knowledge and belief of BTNY and BTCo., none of the following persons beneficially owns any shares of Class A Common Stock. Occupation or Principal Name and Mail Address Business Affiliation Citizenship - --------------------- -------------------- ----------- DIRECTORS --------- George B. Beitzel Retired Senior Vice President and U.S. 29 King Street Director Chappaqua, NY 10514-3432 International Business Machines Corporation Phillip A. Griffiths Chairman and Director U.S. Institute for Advanced Institute for Advanced Study Study Olden Lane Princeton, NJ 08540 William R. Howell Chairman of the Board U.S. J.C. Penney Company, Inc. J.C. Penney Company, Inc. P.O. Box 10001 Dallas, TX 75301-0001 Jon M. Huntsman Chairman and Chief Executive Officer U.S. Huntsman Corporation Huntsman Corporation 500 Huntsman Way Salt Lake City, UT 84108 Vernon E. Jordan, Jr. Senior Partner U.S. Akin, Gump, Strauss, Hauer Akin, Gump, Strauss, Hauer & Feld, & Feld, LLP LLP 1333 New Hampshire Avenue, N.W. Suite 400 Washington D.C. 20036 Hamish Maxwell Retired Chairman and Chief Executive U.S. Philip Morris Companies, Officer Inc. Philip Morris Companies Inc. 100 Park Avenue New York, NY 10017 Frank N. Newman Chairman of the Board and Chief U.S. Bankers Trust Company Executive Officer and President 130 Liberty Street Bankers Trust Company; New York, NY 10006 Chairman of the Board and Chief Executive Officer and President Bankers Trust New York Corporation N.J. Nicholas Jr. Investor U.S. 15 West 53rd Street, #34F New York, NY 10019 Russell E. Palmer Chairman and Chief Executive Officer U.S. The Palmer Group The Palmer Group 3600 Market Street Suite 530 Philadelphia, PA 19104 Donald L. Staheli Chairman and Chief Executive Officer U.S. Continental Grain Company United States Continental Grain 277 Park Avenue, 50th Floor Company New York, NY 10172 Patricia Carry Stewart Former Vice President U.S. Bankers Trust Company The Edna McConnell Clark Foundation c/o Office of the Secretary 130 Liberty Street New York, NY 10006 George J. Vojta Vice Chairman U.S. Bankers Trust Company Bankers Trust Company and 130 Liberty Street Bankers Trust New York Corporation New York, NY 10006 Paul A. Volcker Former Chairman U.S. 599 Lexington Avenue, 40th Wolfensohn & Co., Inc. Floor New York, New York 10022 EXECUTIVE OFFICERS ------------------ Geoffrey M. Fletcher Managing Director and Principal U.S. Bankers Trust Company Accounting Officer 130 Liberty Street Bankers Trust Company; New York, NY 10006 Senior Vice President and Principal Accounting Officer Bankers Trust New York Corporation Joseph A. Manganello, Jr. Senior Managing Director and Chief U.S. Bankers Trust Company Credit Officer 130 Liberty Street Bankers Trust Company; New York, NY 10006 Executive Vice President and Chief Credit Officer Bankers Trust New York Corporation Richard H. Daniel Senior Managing Director, Chief U.S. Bankers Trust Company Financial Officer and Controller 130 Liberty Street Bankers Trust Company; New York, NY 10006 Executive Vice President, Chief Financial Officer and Controller Bankers Trust New York Corporation Melvin A. Yellin Senior Managing Director and General U.S. Bankers Trust Company Counsel 130 Liberty Street Bankers Trust Company; New York, NY 10006 Executive Vice President and General Counsel Bankers Trust New York Corporation Mark Bieler Senior Managing Director U.S. Bankers Trust Company Bankers Trust Company; 130 Liberty Street Executive Vice President New York, NY 10006 Bankers Trust New York Corporation Christian Marie Yves De Chairman U.S., France Balmann Bankers Trust International PLC; Bankers Trust Company Senior Managing Director 1 Appold Street Bankers Trust Company; Broadgate, 4th Floor Senior Vice President London, EC2A 2HE Bankers Trust New York Corporation R. Kelly Doherty Senior Managing Director U.S. Bankers Trust Company Bankers Trust Company; 130 Liberty Street Senior Vice President New York, NY 10006 Bankers Trust New York Corporation Robert A. Ferguson Executive Vice President Australia Bankers Trust Australia Bankers Trust Australia Limited; Limited Senior Managing Director Level 15, The Chifley Tower Bankers Trust Company; 2 Chifley Square Senior Vice President Sydney, N.S.W. 2000 Bankers Trust New York Corporation Australia Alexander P. Frick Senior Managing Director U.S. Bankers Trust Company Bankers Trust Company; 130 Liberty Street Senior Vice President New York, NY 10006 Bankers Trust New York Corporation I. David Marshall Senior Managing Director and Canada Bankers Trust Company Chief Information Officer 130 Liberty Street Bankers Trust Company; New York, NY 10006 Senior Vice President and Chief Information Officer Bankers Trust New York Corporation B.J. Kingdon Senior Managing Director U.S. Bankers Trust Company Bankers Trust Company; 130 Liberty Street Senior Vice President New York, NY 10006 Bankers Trust New York Corporation Ian Martin Executive Vice President Australia Bankers Trust Australia Bankers Trust Australia Limited; Limited Senior Vice President Level 15, The Chifley Tower Bankers Trust New York Corporation 2 Chifley Square Sydney, N.S.W. 2000 Australia Rodney A. McLauchlan Senior Managing Director U.S. BT Securities Corporation BT Securities Corporation; 130 Liberty Street Senior Vice President New York, NY 10006 Bankers Trust New York Corporation Timothy S. Rattray Senior Managing Director U.S. Bankers Trust Company Bankers Trust Company; Two Pacific Place Senior Vice President 36th Floor Bankers Trust New York Corporation 88 Queensway Hong Kong J. Edward Virtue Senior Managing Director U.S. BT Securities Corporation BT Securities Corporation; 130 Liberty Street Senior Vice President New York, NY 10006 Bankers Trust New York Corporation BANKERS TRUST INTERNATIONAL PLC The following sets forth the name, mailing address, occupation or principal business affiliation and citizenship of each director and executive officer of BTI. To the best knowledge and belief of BTI, none of the following persons beneficially owns any shares of Common Stock. Name and Mail Address Occupation or Principal Citizenship - --------------------- ------------ Business Affiliation -------------------- Christian Marie Yves Chairman; U.S., France De Balmann Senior Managing Director Bankers Trust Company Bankers Trust Company; 1 Appold Street Senior Vice President Broadgate, 4th Floor Bankers Trust New York Corporation London, EC2A 2HE Philippe Souviron Vice Chairman, France Bankers Trust Company Head of Client Coverage Europe and 1 Appold Street European County Management Broadgate, 4th Floor London, EC2A 2HE Brian R. Cook President and Chief Operating U.K. Bankers Trust Company Officer, Executive Director, Head of 1 Appold Street Global Network Management and Broadgate, 4th Floor Control, Head of Global Real Estate London, EC2A 2HE and Security Achilles O. Macris Executive Director, Head of FX U.S. Bankers Trust Company Client Trading Services 1 Appold Street Broadgate, 4th Floor London, EC2A 2HE Stephen J. Harper Executive Director, Head of Canada Bankers Trust Company Financial Institutions Merchant Bank 1 Appold Street Broadgate, 4th Floor London, EC2A 2HE Yoav Tamir Executive Director, Head of Market Israel Bankers Trust Company Risk London 1 Appold Street Broadgate, 4th Floor London, EC2A 2HE Paul D. Smith Executive Director, U.S. Bankers Trust Company 130 Liberty Street New York, New York 10008 Alan Greatbatch Executive Director, Compliance U.K. Bankers Trust Company Officer, Head of Compliance Europe 1 Appold Street Broadgate, 4th Floor London, EC2A 2HE Nicholas D. Harrison Executive Director, Global Network U.K. Bankers Trust Company Management and Control Europe 1 Appold Street Broadgate, 4th Floor London, EC2A 2HE Andrew M. Graham Executive Director, Controller, U.K. Bankers Trust Company Controller Europe 1 Appold Street Broadgate, 4th Floor London, EC2A 2HE Matthew J. Hale Executive Director, Treasury Europe U.K. Bankers Trust Company 1 Appold Street Broadgate, 4th Floor London, EC2A 2HE William G. Ronai Executive Director, Credit Europe U.S. Bankers Trust Company 1 Appold Street Broadgate, 4th Floor London, EC2A 2HE Graham Clempson Executive Director, Head of U.K. Bankers Trust Company Structured Finance, London 1 Appold Street Broadgate, 4th Floor London, EC2A 2HE BT SECURITIES CORPORATION The following sets forth the name, mailing address, occupation or principal business affiliation and citizenship of each director and executive officer of BT Securities. To the best knowledge and belief of BT Securities, none of the following persons beneficially owns any shares of Class A Common Stock. Name and Mailing Address Occupation or Principal Citizenship - ------------------------ ----------- Business Affiliation -------------------- DIRECTORS --------- Howard M. Schneider President and CEO U.S. BT Securities Corporation BT Securities Corporation 130 Liberty Street New York, New York 10006 Marie Bitetti Director, Managing Director U.S. BT Securities Corporation BT Securities Corporation 130 Liberty Street New York, New York 10006 Geralyn A. Fitzgerald Director, Managing Director U.S. BT Securities Corporation BT Securities Corporation 130 Liberty Street New York, New York 10006 Kevin R. Flach Director, Managing Director U.S. BT Securities Corporation BT Securities Corporation 130 Liberty Street New York, New York 10006 David W. Gittings Director, Senior Managing Director U.S. BT Securities Corporation BT Securities Corporation 130 Liberty Street New York, New York 10006 Richard M. Gunthel Director, Senior Managing Director U.S. BT Securities Corporation BT Securities Corporation 130 Liberty Street New York, New York 10006 John P. Hardt Director, Vice President, Treasurer U.S. BT Securities Corporation BT Securities Corporation 130 Liberty Street New York, New York 10006 Terence J. Mogan Director, Senior Managing Director, U.S. BT Securities Corporation Chief Credit Officer 130 Liberty Street BT Securities Corporation New York, New York 10006 Thomas Quane Director, Managing Director, U.S. BT Securities Corporation Controller 130 Liberty Street BT Securities Corporation New York, New York 10006 Peter D. Scutt Director, Senior Managing Director U.S. BT Securities Corporation BT Securities Corporation 130 Liberty Street New York, New York 10006 J Edward Virtue Director, Senior Managing Director U.S. BT Securities Corporation BT Securities Corporation; 130 Liberty Street Senior Managing Director New York, New York 10006 Bankers Trust Company Frank Vulpi Director, Managing Director, Chief U.S. BT Securities Corporation Operating Officer 130 Liberty Street BT Securities Corporation New York, New York 10006 Glen S. Lewy Director, Senior Managing Director U.S. BT Securities Corporation BT Securities Corporation 130 Liberty Street New York, New York 10006 PYRAMID VENTURES, INC. The following sets forth the name, mailing address, occupation or principal business affiliation and citizenship of each director and executive officer of Pyramid Ventures, Inc. To the best knowledge and belief of Pyramid Ventures, none of the following persons beneficially owns any shares of Class A Common Stock. Occupation or Principal Name and Mail Address Business Affiliation Citizenship - --------------------- -------------------- ----------- DIRECTORS --------- Joseph T. Wood President and Director, U.S. Bankers Trust Company Pyramid Ventures, Inc.; 130 Liberty Street Senior Vice President, Bankers Trust New York, NY 10006 New York Corporation Joseph A. Manganello, Jr. Vice President and Director, U.S. Bankers Trust Company Pyramid Ventures, Inc.; 130 Liberty Street Senior Managing Director and Chief New York, NY 10006 Credit Officer, Bankers Trust Company; Executive Vice President and Chief Credit Officer, Bankers Trust New York Corporation Brian Talbot Director, Secretary and Treasurer, U.S. Bankers Trust Company Pyramid Ventures, Inc. 130 Liberty Street New York, NY 10006 ANNEX C BTCo., BTNY and BT Securities Corporation are subject to a Written Agreement, dated December 4, 1994 (the "Written Agreement"), with the Federal ----------------- Reserve Bank of New York and a Memorandum of Understanding, dated December 21, 1994 (the "Memorandum"), with the New York State Banking Department. The --------- Written Agreement and Memorandum are described in BTNY's Forms 8-K, dated December 4, 1994 and January 19, 1994, respectively. These Forms 8-K are hereby incorporated by reference into this Annex C. Because of certain measures instituted by BT Co., BTNY and BT Securities Corporation, the restrictions imposed by the Written Agreement have been removed. BT Securities is also subject to an Order, dated December 22, 1994, of the Securities and Exchange Commission and an Order dated December 22, 1994, of the Commodity Futures Trading Commission. These Orders are included in and described in BTNY's Form 8-K, dated December 22, 1994. This Form 8-K is hereby incorporated by reference into this Annex C. Because of certain measures instituted by BT Securities, BT Securities is no longer subject to the Orders. ANNEX D Except as set forth below, none of Pyramid, BTCo., BTI or BT Securities had any transactions in shares of Class A Common Stock within the last 60 days. BT Securities in the ordinary course of business makes a market in the shares of Class A Common Stock and had the following transactions in shares of Class A Common Stock during the sixty days prior to the filing of this Schedule 13D. All of such transactions were made in the open market and for cash. Trade Date Transaction Quantity Price - ------------------- ----------- -------- ------- - --------------------------------------------------- November 14, 1996 Purchase 1100 31.8864 - --------------------------------------------------- November 15, 1996 Purchase 1000 30.7500 - --------------------------------------------------- November 18, 1996 Purchase 1000 29.0000 - --------------------------------------------------- November 19, 1996 Sale 4000 28.5000 - --------------------------------------------------- November 19, 1996 Purchase 4000 28.4063 - --------------------------------------------------- November 19, 1996 Sale 1000 28.2500 - --------------------------------------------------- November 20, 1996 Purchase 3000 28.1667 - --------------------------------------------------- November 20, 1996 Sale 1000 28.5000 - --------------------------------------------------- November 22, 1996 Purchase 2000 26.6250 - --------------------------------------------------- November 22, 1996 Sale 2000 26.2500 - --------------------------------------------------- November 25, 1996 Purchase 8400 24.7976 - --------------------------------------------------- November 25, 1996 Sale 5850 24.5983 - --------------------------------------------------- November 26, 1996 Purchase 300 24.5000 - --------------------------------------------------- November 26, 1996 Sale 1200 24.7813 - --------------------------------------------------- November 27, 1996 Sale 2800 24.2500 - --------------------------------------------------- November 27, 1996 Purchase 1000 24.5000 - --------------------------------------------------- November 29, 1996 Sale 1400 24.7500 - --------------------------------------------------- - --------------------------------------------------- December 2, 1996 Sale 300 24.5000 - --------------------------------------------------- December 2, 1996 Purchase 1000 24.2500 - --------------------------------------------------- December 3, 1996 Sale 1000 24.2500 - --------------------------------------------------- December 4, 1996 Purchase 200 23.7500 - --------------------------------------------------- December 4, 1996 Sale 750 24.7500 - --------------------------------------------------- December 5, 1996 Purchase 1000 24.0000 - --------------------------------------------------- December 5, 1996 Sale 900 24.0000 - --------------------------------------------------- December 10, 1996 Purchase 3000 27.1667 - --------------------------------------------------- December 10, 1996 Sale 5000 25.8500 - --------------------------------------------------- December 11, 1996 Sale 3625 25.5259 - --------------------------------------------------- December 11, 1996 Purchase 4000 25.5625 - --------------------------------------------------- December 12, 1996 Purchase 3000 26.4167 - --------------------------------------------------- December 12, 1996 Sale 2000 26.6250 - --------------------------------------------------- December 16, 1996 Purchase 1000 25.0000 - --------------------------------------------------- December 16, 1996 Sale 1000 25.2500 - --------------------------------------------------- December 17, 1996 Purchase 1000 26.5000 - --------------------------------------------------- December 17, 1996 Sale 2000 25.8750 - --------------------------------------------------- December 18, 1996 Purchase 13000 27.3182 - --------------------------------------------------- December 18, 1996 Sale 7000 27.3661 - --------------------------------------------------- December 19, 1996 Sale 1400 26.5000 - --------------------------------------------------- December 20, 1996 Sale 2800 27.1250 - --------------------------------------------------- December 23, 1996 Sale 2000 26.5000 - --------------------------------------------------- December 23, 1996 Purchase 2000 26.5000 - --------------------------------------------------- December 31, 1996 Purchase 100 26.0000 - --------------------------------------------------- January 3, 1997 Purchase 800 26.7500 - --------------------------------------------------- January 3, 1997 Sale 1000 26.5000 - --------------------------------------------------- January 7, 1997 Purchase 1000 26.2500 - --------------------------------------------------- January 9, 1997 Purchase 1000 28.5000 - --------------------------------------------------- - --------------------------------------------------- January 9, 1997 Sale 3000 28.5833 - --------------------------------------------------- January 10, 1997 Purchase 1000 29.5000 - --------------------------------------------------- January 10, 1997 Sale 2000 29.5000 - --------------------------------------------------- January 13, 1997 Sale 1000 30.5000 - --------------------------------------------------- January 14, 1997 Purchase 4500 31.347 - --------------------------------------------------- January 15, 1997 Sale 2000 31.500 - --------------------------------------------------- January 15, 1997 Sale 1000 31.000 - --------------------------------------------------- January 15, 1997 Purchase 1000 30.500 - --------------------------------------------------- January 16, 1997 Purchase 2000 30.250 - --------------------------------------------------- January 17, 1997 Sale 2000 30.625 - --------------------------------------------------- January 17, 1997 Purchase 600 30.750 - --------------------------------------------------- January 21, 1997 Purchase 1000 30.000 - --------------------------------------------------- January 22, 1997 Purchase 3000 28.417 - --------------------------------------------------- EX-7.1 2 JOINT FILING STATEMENT EXHIBIT 7.01 JOINT FILING STATEMENT Pursuant to Rule 13d-1(f)(1), each of the undersigned hereby consents to the joint filing of a statement on Schedule 13D with respect to shares of Class A Common Stock, $0.01 par value, of Sinclair Broadcasting Group, Inc., on behalf of each of them. Date: January 23, 1997 Signature: BANKERS TRUST NEW YORK CORPORATION By: s/ James T. Byrne, Jr. ------------------------------------------ Name: James T. Byrne, Jr. Title: Senior Vice President Signature: PYRAMID VENTURES, INC. By: s/ Brian Talbot ------------------------------------------ Name: Brian Talbot Title: Secretary/Treasurer Signature: BANKERS TRUST COMPANY By: s/ James T. Byrne, Jr. ------------------------------------------ Name: James T. Byrne, Jr. Title: Senior Vice President Signature: BANKERS TRUST INTERNATIONAL PLC . By: s/ James T. Byrne, Jr. ------------------------------------------ Name: James T. Byrne, Jr. Title: Senior Vice President Signature: BT SECURITIES CORPORATION By: s/ Thomas Quane ------------------------------------------ Name: Thomas Quane Title: Controller \BTCAP\SINCLAIR\13D.3 EX-7.02 3 AGREEMENT DATED DECEMBER 20, 1996 EXHIBIT 7.02 As of December 20, 1996 River City Broadcasting, L.P. 1215 Cole Street St. Louis, Missouri 63106 Ladies and Gentlemen: Reference is hereby made to the Consent Agreement executed as of June 7, 1996 but dated and effective as of April 10, 1996 by and among Better Communictions, Inc., Barry Baker, Larry D. Marcus, Marcus Investments, L.P., Boston Ventures Limited Partnership IV, Boston Ventures Limited Partnership IVA, BancBoston Capital, Inc. BancBoston Investments Inc. and Pyramid Ventures, Inc. (the "Consent Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Consent Agreement. In connection with the distribution by River City Broadcasting, L.P. (the "Partnership") to each of the undersigned of the undersigned's shares of Series B Preferred Stock (the "Convertible Preferred Stock") in Sinclair Broadcast Group, Inc., ("SBG"), each of the undersigned hereby agrees to and restates herein all of its agreements set forth in the Consent Agreement, including without limitation, the limitations on dispositions of the Convertible Preferred Stock in SBG. All of the terms and provisions of Exhibit A to the Consent Agreement are hereby incorporated herein by reference, subject only to the clarifications and modifications set forth in the following paragraph. Notwithstanding the distribution to each of the undersigned of the Convertible Preferred Stock and that the Partnership will no longer hold its Convertible Preferred Stock, the General Partner retains its decision-making rights set forth in Section 1(a) (2)-(3) of Exhibit A to the Consent Agreement, subject to BV approval rights. The General Partner and BV will continue to consider requests regarding sales as set forth in the Section 1(b) of Exhibit A to the Consent Agreement; provided, however, that the party seeking to sell ----------------- shall deliver its certificates to the General Partner for reissuance by SBG once such sale is approved and provided, further, that if conversion and sale do not ----------------- take place within such 10 day period, the stock River City Broadcasting, L.P. As of December 20, 1996 Page 2 shall be returned to the party to the Consent Agreement, rather than to the Partnership, and shall again be subject to all of the limitations and restrictions set forth herein and in the Consent Agreement. Since the Convertible Preferred Stock is being distributed prior to the expiration of the two-year period, unless the General Partner and BY otherwise elect to exercise the registration rights referred to in Section 4 of Exhibit A to the Consent Agreement, each of the undersigned agrees that the rights set forth in Section 4 of Exhibit A to the Consent Agreement shall be applicable only after the second anniversary of the closing under the Asset Purchase Agreement. Except as clarified and modified hereunder, the Consent Agreement is hereby affirmed and restated and shall remain binding upon each of the undersigned. If the foregoing accurately reflects your understanding and constitutes an agreement, please sign below evidencing your acceptance and agreement with the foregoing, and return one copy of this letter to the undersigned. This letter may be signed in counterparts, all of which taken together shall constitute an River City Broadcasting, L.P. As of December 20, 1996 Page 3 instrument, and any of the parties hereto may execute this letter by signing any such counterpart. Very truly yours, /s/ Barry Baker ------------------------------- BARRY BAKER /s/ Larry D. Marcus ------------------------------- LARRY D. MARCUS MARCUS INVESTMENTS, L.P. By: /s/ Larry D. Marcus ------------------ Larry D. Marcus, General Partner BOSTON VENTURES LIMITED PARTNERSHIP IV By: /s/ ------------------------- Name: Title: BOSTON VENTURES LIMITED PARTNERSHIP IVA By: Boston Ventures Company Limited Partnership IV, General Partner By: /s/ ----------------------------- Name: Title: River City Broadcasting, L.P. As of December 20, 1996 Page 4 BANCBOSTON CAPITAL, INC. By: /s/ ------------------------------------ Name: Title: BANCBOSTON INVESTMENTS, INC. By: /s/ ------------------------------------ Name: Title: PYRAMID VENTURES, INC. By: /s/ Joseph Wood ------------------------------------ Name: Joseph Wood Title: President Accepted and Agreed RIVER CITY BROADCASTING, L.P. By: Better Communications, Inc., Its General Partner By: /s/ ------------------------------ Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----