-----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, VlXmH80bBR14mcNio/M9Gn0Ej421TmNPFvJe9bqXiSPVkrERcuMb5UufLQxRyTvq rVt3fyjVFKNBdhW3yOmJpQ== 0001010192-99-000013.txt : 19990209 0001010192-99-000013.hdr.sgml : 19990209 ACCESSION NUMBER: 0001010192-99-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990208 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: SEC FILE NUMBER: 005-44309 FILM NUMBER: 99523385 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: RIVER CITY BROADCASTING L P CENTRAL INDEX KEY: 0000904676 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 742446862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1215 COLE STREET CITY: ST LOUIS STATE: MO ZIP: 63106 BUSINESS PHONE: 8173908500 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL BROADCASTING LTD DATE OF NAME CHANGE: 19930514 SC 13D/A 1 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Sinclair Broadcast Group, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 829266 10 9 (CUSIP Number) Barry Baker River City Broadcasting, L.P. 1215 Cole Street, St. Louis, Missouri 63106 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 8, 1998 (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 the 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.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 829266 10 9 Page 2 of 15 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barry Baker - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 2,036,626 SHARES BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER -0- EACH REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 2,036,626 WITH -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,036,626 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 8.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 829266 10 9 13D Page 3 of 15 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BancBoston Investments, Inc - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 71,305 SHARES BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER -0- EACH REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 71,305 WITH -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,305 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 0.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 829266 10 9 13D Page 4 of 15 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Boston Ventures Limited Partnership IV - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER -0- SHARES BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER -0- EACH REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER -0- WITH -------------------------------------------------------------- 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* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 829266 10 9 13D Page 5 of 15 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Boston Ventures Limited Partnership IVA - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER -0- SHARES BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER -0- EACH REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER -0- WITH -------------------------------------------------------------- 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* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 6 of 15 Schedule 13D (Amendment No. 2) Sinclair Broadcast Group, Inc. ITEM 1. SECURITY AND ISSUER See joint Statements on Schedule 13D, as previously filed. This Amendment No. 2 to the joint Statement on Schedule 13D, filed June 21, 1996, and amended by Amendment No. 1, filed January 23, 1997, is filed with respect to the Class A Common Stock, par value $0.01 per share (the "SBG Common Stock"), of Sinclair Broadcast Group, Inc., a Maryland corporation (the "Company" or "SBG"). The Company's principal executive offices are located at 2000 W. 41st Street, Baltimore, Maryland 21211. The purpose of this Amendment No. 2 is to report the dissolution of the Partnership Group (as defined below). All information in the Schedule 13D is given as of April 8, 1998, which is prior to a two-for-one stock split of SBG Common Stock which occurred on April 30,1998. ITEM 2. IDENTITY AND BACKGROUND See joint Statements on Schedule 13D, as previously filed. The persons filing this Amendment No. 2 are Barry Baker ("Baker"), Boston Ventures Limited Partnership IV, Boston Ventures Limited Partnership IVA (together with Boston Ventures Limited Partnership IV, "Boston Ventures") and BancBoston Investments, Inc. ("BancBoston" and, together with Baker and Boston Ventures, the "Filing Parties"). The information required to be set forth in this Item 2 regarding the Filing Parties is set forth on Schedule I hereto. Baker, Boston Ventures, BancBoston and Pyramid Ventures, Inc. ("Pyramid") are parties to a Consent Agreement (the "Consent Agreement") with certain of the other limited partners of River City Broadcasting, L.P. that governed the disposition by the parties thereto of their shares of SBG Common Stock. (See Item 6). As such, Baker, Boston Ventures, BancBoston and Pyramid were part of a group that also included Larry D. Marcus("Marcus") and Marcus Investments, L.P. (collectively, the "Partnership Group"). The members of the Partnership Group executed a Waiver and Agreement (the "Waiver Agreement"), pursuant to which the parties thereto irrevocably waived the Page 7 of 15 Schedule 13D (Amendment No. 2) Sinclair Broadcast Group, Inc. restrictions on disposition of stock set forth in the Consent Agreement, which waiver became effective upon consummation of the offering of SBG Common Stock (See Item 5). This Waiver Agreement results in the dissolution of the Partnership Group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Baker and Boston Ventures are parties to a Voting Agreement (the "Voting Agreement") with David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith (collectively, the "SBG Stockholders" and, together with Baker and Boston Ventures, the "Voting Group") that governs the voting by the Voting Group of their shares of SBG Common Stock in certain situations. (See Item 3). The information required to be set forth in this Item 2 regarding the members of the Voting Group is set forth on Schedule II hereto. During the last five years, none of the Filing Parties and, to the best knowledge of the Filing Parties, none of the other members of the Voting Group or any of their respective executive officers or directors, have been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors). During the last five years, none of the Filing Parties and, to the best knowledge of the Filing Parties, none of the members of the Voting Group or any of their respective executive officers or directors, have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction the result of which it, he or she was or is subject to any 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. To the best knowledge of the Filing Parties, unless otherwise indicated, all of the individuals listed in Schedules I and II are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION See joint Statements on Schedule 13D, as previously filed. ITEM 4. PURPOSE OF TRANSACTION See joint Statements on Schedule 13D, as previously filed. Page 8 of 15 Schedule 13D (Amendment No. 2) Sinclair Broadcast Group, Inc. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) According to the Prospectus Supplement (To Company Prospectus and Resale Prospectus, each dated April 8, 1998), dated April 9, 1998, following the consummation of the offering of SBG Common Stock by the Company and certain selling shareholders (the "Offering"), there were 22,414,956 shares of SBG Common Stock issued and outstanding. On April 8, 1998, Boston Ventures Limited Partnership IV converted 253,800 shares of Series B Convertible Preferred Stock (the "Convertible Preferred Stock") into 922,909 shares of SBG Common Stock and distributed such shares to its partners. On April 8, 1998, Boston Ventures Limited Partnership IVA converted 142,745 shares of Convertible Preferred Stock into 519,073 shares of SBG Common Stock and distributed such shares to its partners. As a result, Boston Ventures no longer has a direct or indirect beneficial ownership interest in any shares of SBG Common Stock. BancBoston directly beneficially owns 21,202.8 shares of Convertible Preferred Stock that are convertible into approximately 71,305 shares of SBG Common Stock, which, if issued, would represent approximately .3% of the issued and outstanding shares of SBG Common Stock. Effective January 27, 1997, Better Communications, Inc. ("BCI") distributed its 134,858 shares of Convertible Preferred Stock to Baker and Marcus. As a result of such distribution, BCI no longer owned any capital stock of SBG. Baker received 107,886 of such shares of Convertible Preferred Stock and Marcus received 26,972 shares. In addition, Baker owned an additional 72,016 shares of Convertible Preferred Stock. In the second half of April 1998, all of Baker's 179,902 shares of Convertible Preferred Stock were converted into 654,191 shares of SBG Common Stock. Baker, through his ownership of Baker Stock Options (as Previously defined in Item 6), may also be deemed to beneficially own 1,382,435 shares of SBG Common Stock. In aggregate, Baker may be deemed to beneficially own 2,036,626 shares of SBG Common Stock, which represents approximately 8.3% of the issued and outstanding shares of SBG Common Stock. To the best knowledge of the Filing Parties, the SBG Stockholders are the beneficial owners of 14,200 shares of SBG Common Stock, representing .06% of the issued and outstanding shares of SBG Common Stock, and, to the best knowledge of the Filing Parties, the SBG Stockholders are the beneficial owners of 25,166,432 shares of the Class B Page 9 of 15 Schedule 13D (Amendment No. 2) Sinclair Broadcast Group, Inc. Common Stock of SBG, which are convertible at the holders' option into 25,166,432 shares of SBG Common Stock. To the best knowledge of the Filing Parties, on a fully diluted basis, the SBG Stockholders are the beneficial owners of 25,180,632 shares of SBG Common Stock, which, when issued, will represent approximately 52.9% of the issued and outstanding shares of SBG Common Stock. Beneficial ownership of the 2,036,626 shares of SBG Common Stock referred to herein as being held by Baker may be attributed to the members of the Voting Group that directly or indirectly own shares of SBG Common Stock. Beneficial ownership of the 25,180,632 shares of SBG Common Stock referred to herein as being held by the SBG Stockholders may be attributed to the members of the Voting Group that directly or indirectly own shares of SBG Common Stock. Baker and the SBG Stockholders, as members of the Voting Group, may be deemed to beneficially own 26,824,943 shares of SBG Common Stock, which, when issued, will represent 54.5% of the issued and outstanding shares of SBG Common Stock. Each member of the Voting Group disclaims beneficial ownership of the shares of SBG Common Stock owned by the other members of the Voting Group. Following the Offering, Larry D. Marcus beneficially owned 21,451 shares of SBG Common Stock and Marcus Investments, L.P. beneficially owned 6,404 shares of SBG Common Stock. Except for the shares of SBG Common Stock beneficially owned by Baker and the shares of SBG Common Stock beneficially owned by the SBG Stockholders, the number of shares set forth above as beneficially owned by the Filing Parties does not include any shares beneficially owned by any person listed on Schedule I or II hereto for his or her personal investment account. The Filing Parties expressly disclaim beneficial ownership of all such shares (if any) owned by all such persons. Except as may be set forth in Item 6, the Filing Parties are not a party to any agreement or arrangement of any kind with respect to the acquisition, holding, voting or disposition of any shares of SBG Common Stock. (c) On April 8, 1998, pursuant to the Offering described in subsections (a) and (b) above, BancBoston converted a portion of its Convertible Preferred Stock into 475,369 shares of SBG Common Stock which were then immediately sold at a price of $58.25 per share in the open market. Page 10 of 15 Schedule 13D (Amendment No. 2) Sinclair Broadcast Group, Inc. Of the shares distributed by Boston Ventures Limited Partnership IV to its partners as described in subsections (a) and (b) above, the partners of Boston Ventures Limited Partnership IV sold 549,020 shares of SBG Common Stock in the Offering at a price of $58.25 per share. Of the shares distributed by Boston Ventures Limited Partnership IVA to its partners as described in subsections (a) and (b) above, the partners of Boston Ventures Limited Partnership IVA sold 386,328 shares of SBG Common Stock in the Offering at a price of $58.25 per share. On April 8, 1998, pursuant to the Offering described in subsections (a) and (b) above, Larry Marcus converted all of his Convertible Preferred Stock into 114,446 shares of SBG Common Stock and sold 92,995 of such shares in the Offering at a price of $58.25 per share. On April 8, 1998, pursuant to the Offering described in subsections (a) and (b) above, Marcus Investments, L.P. also converted all of its Convertible Preferred Stock into 49,101 shares of SBG Common Stock and sold 42,697 of such shares in the Offering at a price of $58.25 per share. The Filing Parties understand that on April 8, 1998, Pyramid Ventures, Inc. sold 483,778 shares of SBG Common Stock in the Offering at a price of $58.25 per share. Except as set forth herein, no transactions in SBG Common Stock were effected by any of the Filing Parties, and, to the best knowledge of the persons filing this statement on Schedule 13D, any of the other members of the Voting Group or any of their respective executive officers or directors during the past sixty days in open-market transactions. (d) Not applicable. (e) The date on which BCI, BancBoston and Boston Ventures ceased to be beneficial owners of more than five percent of the class of securities reported herein was April 8, 1998. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER See joint Statements on Schedule 13D, as previously filed. The members of the Partnership Group executed a Waiver and Agreement (the "Waiver Agreement"), pursuant to which the parties thereto irrevocably waived the restrictions on disposition of stock set forth in the Consent Agreement (See Item 2), which waiver became effective upon consummation of Page 11 of 15 Schedule 13D (Amendment No. 2) Sinclair Broadcast Group, Inc. the offering of SBG Common Stock (See Item 5). This Waiver Agreement results in the dissolution of the Partnership Group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. The foregoing description of the Waiver Agreement is qualified in its entirety by reference to the Waiver Agreement which is included herein as Exhibit 7.07 and is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 7.01 Voting Agreement (incorporated by reference to the joint Statement on Schedule 13D filed on June 21, 1996). Exhibit 7.02 Consent Agreement (incorporated by reference to the joint Statement on Schedule 13D filed on June 21, 1996). Exhibit 7.03 Baker Option Agreement (incorporated by reference to the joint Statement on Schedule 13D filed on June 21, 1996). Exhibit 7.04 Registration Rights Agreement (incorporated by reference to the joint Statement on Schedule 13D filed on June 21, 1996). Exhibit 7.05 Joint Filing Agreement, dated June 18, 1996, by and among Baker, RCB and BCI. (incorporated by reference to the joint Statement on Schedule 13D filed on June 21, 1996). Exhibit 7.06 Joint Filing Agreement, dated January 23, 1997, by and among Baker, RCB, BCI, Boston Ventures and BancBoston (incorporated by reference to the Joint Statement on Schedule 13D filed on January 23, 1997). Exhibit 7.07 Waiver and Agreement, by and among BCI, Baker, Boston Ventures, Larry D. Marcus, Marcus Investments, L.P., BancBoston and Pyramid. Page 12 of 15 Schedule 13D (Amendment No. 2) Sinclair Broadcast Group, Inc. 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. February 1, 1999 /s/ Barry Baker ----------------- ---------------------- Date BARRY BAKER Page 13 of 15 Schedule 13D (Amendment No. 2) Sinclair Broadcast Group, Inc. 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. February 1, 1999 BANCBOSTON INVESTMENTS INC. ----------------- Date By: /s/ Lars A. Swanson ---------------------- Name: Lars A. Swanson Title: Vice President Page 14 of 15 Schedule 13D (Amendment No. 2) Sinclair Broadcast Group, Inc. 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. February 1, 1999 BOSTON VENTURES LIMITED PARTNERSHIP IV ----------------- Date By: Boston Ventures Company Limited Partnership IV, General Partner By: /s/ Barbara M. Ginader ---------------------- Name: Barbara M. Ginader Title: General Partner Page 15 of 15 Schedule 13D (Amendment No. 2) Sinclair Broadcast Group, Inc. 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. February 1, 1999 BOSTON VENTURES LIMITED PARTNERSHIP IVA ----------------- Date By: Boston Ventures Company Limited Partnership IV, General Partner By: /s/ Barbara M. Ginader ---------------------- Name: Barbara M. Ginader Title: General Partner SCHEDULE I Better Communications, Inc. ("BCI") is a Delaware corporation. The principal office and business address of BCI is 1215 Cole Street, St. Louis, Missouri 63106. Its principal business is television and radio broadcasting. EXECUTIVE OFFICERS AND DIRECTORS OF BETTER COMMUNICATIONS, INC. Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - - ---- --------------------- ------------------------ --------------------- Barry Baker* 2000 W. 41st Street President, Better Chief Executive Officer, Baltimore, MD 21211 Communications, Inc. River City Broadcasting, Consultant, Sinclair L.P. Broadcast Group, Inc. Larry D. Marcus* 34 West Brentmoor Park, Secretary and Treasurer, General Partner, Marcus Clayton, MO 63105 Better Communications, Inc. Investments, L.P.
* Also a Director of Better Communications, Inc. Barry Baker ("Baker") is the Chief Executive Officer of River City Broadcasting, L.P. and the President of BCI. His principal office and business address is 1215 Cole Street, St. Louis, Missouri 63106. Baker's present principal occupation is as President of BCI. Larry D. Marcus ("Marcus") is the Secretary and Treasurer of BCI. His principal office and business address is 34 West Brentmoor Park, Clayton, Missouri 63105. Marcus' present principal occupation is as Secretary and Treasurer of BCI. Marcus is also the General Partner of Marcus Investments, L.P. Marcus Investments, L.P. is a Missouri limited partnership, of which Marcus is the General Partner. The principal office address of Marcus Investments, L.P. is 34 West Brentmoor Park, Clayton, Missouri 63105. The principal business of Marcus Investments, L.P. is to locate and invest in opportunities to enhance the income of certain trusts that are limited partners of Marcus Investments, L.P. Boston Ventures Limited Partnership IV is a Delaware limited partnership, of which Boston Ventures Company Limited Partnership IV is the General Partner. The principal office address of Boston Ventures Limited Partnership IV is 21 Custom House Street, Boston, MA 02110. The principal business of Boston Ventures Limited Partnership IV is making investments. Boston Ventures Limited Partnership IVA is a Delaware limited partnership, of which Boston Ventures Company Limited Partnership IV is the General Partner. The principal office address of Boston Ventures Limited Partnership IVA is 21 Custom House Street, Boston, MA 02110. The principal business of Boston Ventures Limited Partnership IVA is making investments. Boston Ventures Company Limited Partnership IV is controlled by the following five general partners: Richard C. Wallace, William F. Thompson, Martha H.W. Crowninshield, Roy F. Coppedge, III and Barbara M. Ginader. Their principal business address is c/o Boston Ventures Management, Inc., 21 Custom House Street, Boston, MA 02110. Their principal business is as partners of Boston Ventures Company Limited Partnership IV. BancBoston Capital, Inc. is a Massachusetts corporation. The principal office address of BancBoston Capital, Inc. is 175 Federal Street, Boston, MA 02110. The principal business of BancBoston Capital, Inc. is making investments. The ultimate controlling person of BancBoston Capital, Inc. is The BankBoston Corporation. EXECUTIVE OFFICERS AND DIRECTORS OF BANCBOSTON CAPITAL, INC. Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - - ---- ---------------------- ----------------------- --------------------- Frederick M. Fritz 175 Federal Street President 175 Federal Street 01-32-01 01-32-01 Boston, MA 02110 Boston, MA 02110 (617) 434-2200 (617) 434-2200 (This address is the office (This address is the office address for all executive address for all executive officers set forth herein.) officers set forth herein.) Robin S. Higham Managing Director Donna L. Carter Chief Financial Officer Sanford Anstey Vice President William O. Charman Vice President Rufus L. Clark Vice President John J. Cullinane Vice President Mark H. Deblois Vice President Craig H. Deery Vice President John Doggett Vice President Cynthia K. Duda Vice President Charles R. Grant Vice President Glen M. Holland Vice President Craeme Mills Vice President Theresa A. Nibi Vice President Mary J. Reilly Vice President Charles D. Reydel Vice President Peter R. Roberts Vice President Timothy H. Robinson Vice President Lars A. Swanson Vice President Lee J. Tesconi Vice President Iain Whitfield Vice President Suzanne K. Berger Assistant Vice President Sally Curtis Assistant Vice President Peter L. Denious Assistant Vice President Jason H. Hurd Assistant Vice President M. Scott McCormack Assistant Vice President Cliford J. Meijer Assistant Vice President John J. Quintal Assistant Vice President Daniela B. Soares Assistant Vice President John P. Ward Assistant Vice President Zackery T. Edmonds Treasurer Kenneth E. Hamberg Assistant Treasurer Jeanne M. McGovern Assistant Treasurer Timothy A.G. Gerhold Clerk and Counsel Mathew A. Berk Assistant Clerk and Counsel James E. Reilly Assistant Clerk and Counsel
BancBoston Investments, Inc. is a Massachusetts corporation. The principal office address of BancBoston Investments, Inc. is 175 Federal Street, Boston, MA02110. The principal business of BancBoston Investments, Inc. is makinginvestments. The ultimate controlling person of BancBoston Investments, Inc. is BankBoston Corporation. EXECUTIVE OFFICERS AND DIRECTORS OF BANCBOSTON INVESTMENTS, INC. Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - - ---- --------------------- ----------------------- --------------------- Frederick M. Fritz 175 Federal Street President 175 Federal Street 01-32-01 01-32-01 Boston, MA 02110 Boston, MA 02110 (617) 434-2200 (617) 434-2200 (This address is the office (This address is the office address for all executive address for all executive officers set forth herein.) officers set forth herein.) Donna L. Carter Chief Financial Officer Sanford Anstey Vice President Marcia T. Bates Vice President William O. Charman Vice President Rufus L. Clark Vice President John J. Cullinane Vice President Mark H. Deblois Vice President Craig H. Deery Vice President John Doggett Vice President Cynthia K. Duda Vice President Charles R. Grant Vice President Glen M. Holland Vice President Andrew T. Kellent Vice President Graeme Mills Vice President Theresa A. Nibi Vice President Mary J. Reilly Vice President Charles D. Reydel Vice President Peter R. Roberts Vice President Timothy H. Robinson Vice President Lars A. Swanson Vice President Lee J. Tesconi Vice President Iain Whitfield Vice President David K. McKown Vice President-High Yield Peter R. Merrill Vice President-High Yield Suzanne K. Berger Assistant Vice President Sally Curtis Assistant Vice President Peter L. Denious Assistant Vice President Jason H. Hurd Assistant Vice President M. Scott McCormack Assistant Vice President Cliford J. Meijer Assistant Vice President John J. Quintal Assistant Vice President Daniela B. Soares Assistant Vice President John P. Ward Assistant Vice President Zackery T. Edmonds Treasurer Kenneth E. Hamberg Assistant Treasurer Jeanne M. McGovern Assistant Treasurer Timothy A.G. Gerhold Clerk and Counsel Mathew A. Berk Assistant Clerk and Counsel James E. Reilly Assistant Clerk and Counsel Floyd P. Wiggins Managing Director-CMBS Steven A. Shenfeld Managing Director-High Yield Timothy W. Dwyer Vice President-CMBS Jeffrey J. Ingram Vice President-CMBS
The BankBoston Corporation (formerly Bank of Boston Corporation)is a Massachusetts corporation. The principal business address of the BankBoston Corporation is 100 Federal Street, Boston, MA 02110. The BankBoston Corporation is a bank holding company. EXECUTIVE OFFICERS OF THE BANKBOSTON CORPORATION Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - - ---- ---------------------- ---------------------- -------------------- Charles K. Gifford 100 Federal Street Chairman of the Board 01-32-01 of Directors, Chief N/A Boston, MA 02110 Executive Officer (617) 434-2200 (This address is the office address for all executive officers set forth herein) Henrique de Campos Meirelles President and Chief Operating Officer Susannah M. Swilhart Vice Chairman, Chief Finacial Officer and Treasurer Paul F. Hogan Vice Chairman, Corprate Banking Bradford H. Warner Vice Chairman, Retail Banking Melville E. Blake, III Executive Director, Strategic Planning Geraldo Jose Carbone Regional Manager, Brazil Helen G. Drinan Executive Vice President, Human Resources Ira A. Jackson Executive Vice President, Corporate and Community Affairs Robert T. Jefferson Comptroller John A. Kahwaty Executive Director, Investor Relations Lindsey C. Lawrence Executive Vice President, Internet Banking Peter J. Manning Executive Vice President, Mergers and Acquisitions John L. Mastromarino Executive Vice President, Risk Management Kathleen M. McGillycuddy Executive Director, Global Treasury and Investmnts Manuel R. Sacerdote Regional Manger, Southern Cone Erich Schumann Executive Director, Finance Gary A. Spiess Genral Counsel and Clerk
DIRECTORS OF THE BANK OF BOSTON CORPORATION Occupation or Principal Business Affiliation Director Business or Residence Address - - -------- -------------------------------------------- Wayne A. Budd, Esq. Goodwin, Proctor & Hoar Exchange Place 53 State Street Boston, MA 02109 William F. Connell Chairman & CEO Connell Limited Partnership One International Place - 31st Floor Boston, MA 02110 Gary I. Countryman Chairman & CEO Liberty Mutual Insurance Company 175 Berkeley Street Boston, MA 02117 Alice F. Emerson Senior Fellow Andrew W. Mellon Foundation 140 East 62nd Street New York, NY 10021 Charles K. Gifford Chairman & CEO BankBoston Corporation 175 Federal Street Boston, MA 02110 Thomas J. May Chairman and CEO Boston Edison Company 800 Boylston Street Boston, MA 02199 Ambassador Professor of Diplomacy Donald F. McHenry School of Foreign Service Georgetown University - ICC 301 Washington, DC 20057-1052 Occupation or Principal Business Affiliation Director Business or Residence Address - --------- -------------------------------------------- Paul C. O'Brien President The O'Brien Group One International Place - 30th Floor Boston, MA 02110 John W. Rowe President & CEO New England Electric System 25 Research Drive Westborough, MA 02152 William C. Van Faasen President & CEO Blue Cross and Blue Shield of Massachusetts, Inc. 100 Summer Street - 01-31 Boston, MA 02110 Thomas B. Wheeler President & CEO Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 Alfred M. Zeien Chairman of the Board and CEO The Gillette Company Prudential Tower Building Boston, MA 02199 William M. Crozier, Jr. Chairman Emiritus BankBoston Corporation 100 Federal Street Boston, MA 02110 Henrique De Campos Meirelles President and COO BankBoston Corporation 100 Federal Street Boston, MA 02110 Thomas R. Piper Professor of Business Admnistration Harvard Universty Gradutae School of Business Admnistration Boston, MA Fran S. Rodgers Chief Executive Officer Work/Family Directions Inc. Boston, MA Glenn P. Strehle Vice President for Finance and Treasurer of Massachusetts Institute of Technology Boston, MA
SCHEDULE II Barry Baker ("Baker") is the Chief Executive Officer of River City Broadcasting, L.P. and President of Better Communications, Inc. ("BCI") and serves as a consultant to SBG. His principal office and business address is 2000 W. 41st Street, Baltimore, MD 21211. Baker's present principal occupation is President of BCI and consultant to SBG. Boston Ventures Limited Partnership IV is a Delaware limited partnership, of which Boston Ventures Company Limited Partnership IV is the General Partner. The principal office address of Boston Ventures Limited Partnership IV is 21 Custom House Street, Boston, MA 02110. The principal business of Boston Ventures Limited Partnership IV is making investments. Boston Ventures Limited Partnership IVA is a Delaware limited partnership, of which Boston Ventures Company Limited Partnership IV is the General Partner. The principal office address of Boston Ventures Limited Partnership IVA is 21 Custom House Street, Boston, MA 02110. The principal business of Boston Ventures Limited Partnership IVA is making investments. Boston Ventures Company Limited Partnership IV is controlled by the following five general partners: Richard C. Wallace, William F. Thompson, Martha H.W. Crowninshield, Roy F. Coppedge, III and Barbara M. Ginader. Their principal business address is c/o Boston Ventures Management, Inc., 21 Custom House Street, Boston, MA 02110. Their principal business is as partners of Boston Ventures Company Limited Partnership IV. David D. Smith is the President and Chief Executive Officer of Sinclair Broadcast Group, Inc. ("SBG"). His principal office and business address is 2000 West 41st Street, Baltimore, Maryland 21211. Mr. Smith's present principal occupation is as President and Chief Executive Officer of SBG. Frederick G. Smith is a Vice President of SBG. His principal office and business address is 2000 West 41st Street, Baltimore, Maryland 21211. Mr. Smith's present principal occupation is as Vice President of SBG. J. Duncan Smith is Vice President and Secretary of SBG. His principal office and business address is 2000 West 41st Street, Baltimore, MD 21211. Mr. Smith's present principal occupation is as Vice President and Secretary of SBG. Robert E. Smith is Vice President and Treasurer of SBG. His principal office and business address is 2000 West 41st Street, Baltimore, MD 21211. Mr. Smith's present principal occupation is as Vice President and Treasurer of SBG. EX-99 2 EXHIBIT 7.07 Exhibit 7.07 WAIVER AND AGREEMENT Reference is hereby made to that certain (i) Consent Agreement ("Consent Agreement") executed June 7, 1996, but dated and effective April 10, 1996, by and among Better Communications, Inc. ("General Partner"), Barry Baker ("Baker"), Larry D. Marcus ("Marcus"), Marcus Investments, L.P., Boston Ventures Limited Partnership IV ("BVIV"), Boston Ventures Limited Partnership IVA ("BVIVA") (BVIV and BVIVA referred to collectively as "BV"), BancBonston Capital, Inc. ("BBC"), BancBoston Investments, Inc. ("BBI") (BBC and BBI referred to collectively as "BancBoston") and Pyramid Ventures, Inc. ("Pyramid") and (ii) Letter Agreement dated as of December 20, 1996 ("Letter Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Consent Agreement. The parties hereto desire to set forth their agreement regarding the dispositions of the stock in Sinclair Broadcast Group, Inc. ("SBGI") whether Exchangeable, Preferred, Convertible Preferred Stock or Common Stock (such as hereinafter referred to as the "Stock"). The parties hereto agree as follows: 1. The restrictions on dispositions of Stock set forth in the Consent Agreement and Letter Agreement are hereby irrevocably waived by the General Partner and Boston Ventures effective upon consummation of the proposed offering of common stock of SBGI as described in that certain Prospectus Supplement dated March 17, 1998 (it being understood that consummation of such offering shall be deemed to have occurred if any Stock held by the parties hereto is sold in such Offering), and the General Partner and Boston Ventures hereby agree that each of the parties hereto will from and after such time be free to dispose of the Stock without regard to such restrictions. It is understood and agreed that this waiver applies to the corresponding provisions of the Consent Agreement dated as of April 10, 1996, as amended on May 28, 1996, limiting dispositions of stock that was included in the Consent Agreement (and superseded such provisions). The parties hereto agree that in contemplation of, and to facilitate, the sale of stock in SBGI pursuant to the aforesaid offering by BV, prior to consummation of such offering, but contingent upon consummation of such offering, BVIV and BVIVA may effect a distribution of stock in Sinclair to their respective partners. 2. The provisions of Paragraph 4 of Exhibit A to the Consent Agreement relating to registration of the Stock shall continue to apply so long as the parties hereto (including, for this purpose, the partners of Boston Ventures and the shareholders of the General Partner) continue to hold at least 1,000,000 shares of Common Stock of SBGI (for this purpose calculating such amount by taking into account the conversion of Convertible Preferred Stock). 3. Subject to the terms and conditions of this Agreement, from time to time after the date hereof, each party hereto will use commercially reasonable efforts to take, or cause to be taken, all such actions and to do or cause to be done, all things, necessary, proper or advisable under applicable laws and regulations to consummate and make effective the matters contemplated hereby, including executing and delivering such documents as the other party being advised by counsel shall reasonably request in connection with this Agreement. 4. All notices, demands and other communications which may or are required to be given hereunder or with respect hereto shall be in writing, shall be delivered personally or sent by nationally recognized overnight delivery service, charges prepaid, or by registered or certified mail, return-receipt requested, or by facsimile transmission, and shall be deemed to have been given or made when personally delivered, the next business day after delivery to such overnight delivery service, when dispatched by facsimile transmission, five (5) days after deposited in the mail, first class postage prepaid as set forth on Exhibit A hereto. 5. The captions of this Agreement are for convenience only, and shall not control or affect the meaning or construction of any of the provisions of this Agreement. 6. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE WITHOUT REFERENCE TO ITS PRINCIPLES OF CONFLICT OF LAWS. 7. This Agreement may be executed in two (2) or more counterparts, and all counterparts so executed shall constitute one (1) agreement binding on all of the parties hereto, notwithstanding that all the parties are not signatory to the same counterpart. IN WITNESS WHEREOF, the parties hereto have set their hands as of the day and year written above. By: Better Communications, Inc. By: /s/ Barry Baker ------------------- Name: Barry Baker Title: CEO /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: Boston Ventures Company Limited Partnership IV, General Partner By: /s/ Roy F. Coppedge III ------------------------ Name: Roy F. Coppedge III Title: General Partner BOSTON VENTURES LIMITED PARTNERSHIP IV-A By: Boston Ventures Company Limited Partnership IV, General Partner By: /s/ Roy F. Coppedge III ------------------------ Name: Roy F. Coppedge III Title: General Partner BANCBOSTON CAPITAL, INC. By: /s/ Lars Swanson ------------------------ Name: Lars Swanson BANCBOSTON INVESTMENT, INC. By: /s/ Lars Swanson ------------------------ Name: Lars Swanson PYRAMID VENTURES, INC. By: /s/ Joseph T. Wood ------------------------ Name: Joseph T. Wood EXHIBIT A Notices Better Communications, Inc. c/o Mr. Barry Baker Sinclair Broadcast Group, Inc. 2000 W. 41st Street Baltimore, MD 21211 Mr. Barry Baker Sinclair Broadcast Group, Inc. 2000 W. 41st Street Baltimore, MD 21211 Mr. Larry D. Marcus Marcus Investments 34 West Brentmoor Park Clayton, MO 63105 Marcus Investments, L.P. 34 West Brentmoor Park Clayton, MO 63105 Boston Ventures Limited Partnership IV c/o Ms. Barbara M. Ginader c/o Ms. Elizabeth Flynn One Federal Street 23rd Floor Boston, MA 02110 Boston Ventures Limited Partnership IVA c/o Ms. Barbara M. Ginader c/o Ms. Elizabeth Flynn One Federal Street 23rd Floor Boston, MA 02110 BancBoston Capital, Inc. c/o Mr. Lars Swanson 175 Federal Street 10th Floor Boston, MA 02110 BancBoston Investments, Inc. c/o Mr. Lars Swanson 175 Federal Street 10th Floor Boston, MA 02110 Pyramid Ventures, Inc. c/o Mr. Ethan Falco c/o Mr. Joe Wood Bankers Trust 130 Liberty Street 25th Floor New York, NY 10006 -----END PRIVACY-ENHANCED MESSAGE-----