-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, BNHWrxwn5COlxmh6X0+C1u4axCFoN0YzqVTn3ljKrw7+HxofkzMFm3vkQgohoWtK sUKS8M8cz+TZuvuxmw/Org== 0000005907-95-000013.txt : 19950224 0000005907-95-000013.hdr.sgml : 19950224 ACCESSION NUMBER: 0000005907-95-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950223 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIN BROADCASTING CORP CENTRAL INDEX KEY: 0000059498 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 620673800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-11563 FILM NUMBER: 95514354 BUSINESS ADDRESS: STREET 1: 1150 CONNECTICUT AVENUE NW STREET 2: 4TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20036 BUSINESS PHONE: 2068281902 MAIL ADDRESS: STREET 1: 1150 CONNECTICUT AVENUE NW STREET 2: 4TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 32 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2123875400 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 41 )* LIN Broadcasting Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 0005327630 (CUSIP Number) Marilyn J. Wasser Andrew A. Quartner AT&T Corp. McCaw Cellular Communications, Inc. 32 Avenue of the Americas 1150 Connecticut Ave., NW New York, NY 10013-2412 Washington, DC 20036 (212) 387-5400 (202) 223-9222 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 17, 1995 (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 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). (Continued on following page(s)) This Amendment No. 41 (the "Amendment") amends the Schedule 13D filed on April 7, 1988, as previously amended (the "Schedule 13D"), with regard to the Common Stock, par value $0.01 per share ("Common Stock"), of LIN Broadcasting Corporation, a Delaware corporation ("LIN" or "the Issuer"), as set forth below. Capitalized terms used without definition in this Amendment shall have the meanings ascribed thereto in the Schedule 13D. Item 4 - Purpose of Transaction The information contained in Item 4 of the Schedule 13D is hereby supplemented by the following: On February 17, 1995, two purported class actions were filed in the Delaware Chancery Court against the Reporting Persons and LIN, entitled Fried v. MMM Holdings, Inc., et al., and Blake v. AT&T Corp., et al. (the "Delaware Complaints"). On February 21, 1995, a purported class action was filed in New York State Supreme Court against AT&T and its directors entitled Katz v. Robert E. Allen, et al. (the "New York Complaint"). The Delaware Complaints allege that the Reporting Persons have violated their fiduciary duties, and one of the Delaware Complaints alleges that the Reporting Persons have violated their obligations under the PMVG, in each case by virtue of, among other things, Morgan Stanley's view that the private market value of LIN as defined under the PMVG is $105 per share. The New York Complaint similarly alleges that AT&T and its directors have violated their fiduciary duties by virtue of, among other things, Morgan Stanley's determination under the PMVG. The Reporting Persons believe that the complaints are without merit. On February 21, 1995, AT&T and LIN announced that Wasserstein, Perella & Co., Inc. has been engaged as the Mutually Designated Appraiser under the PMVG. SIGNATURE The undersigned hereby agree that this Amendment to Schedule 13D is filed on behalf of each of them and, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. AT&T CORP. By: ----------------------------- Date: February 22, 1995 Marilyn J. Wasser Vice President-Law and Secretary McCAW CELLULAR COMMUNICATIONS, INC. By: ----------------------------- Date: February 22, 1995 Andrew A. Quartner Senior Vice President-Law MMM HOLDINGS, INC. By: ----------------------------- Date: February 22, 1995 Andrew A. Quartner Senior Vice President-Law -----END PRIVACY-ENHANCED MESSAGE-----