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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8 - K
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CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 14, 2000
STC BROADCASTING, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-29555 75-2676358
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(Commission File Number) (I.R.S. Employer Identification No.)
720 2nd Avenue South
St. Petersburg, Florida 33701
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(Address of Principal Executive Offices) (Zip Code)
(727) 821-7900
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On March 14, 2000, the Company entered into a Termination Agreement
with Sinclair Broadcast Group, Inc. thereby ending the Company's plan to
acquire WICS-TV/WICD-TV in the Champaign-Springfield, Illinois television
market and KGAN-TV in the Cedar Rapids, Iowa television market (the Sinclair
Stations)for $81.0 million in cash. As disclosed in the Company's most recently
filed 10-K for the year ended December 31, 1999, the purchase from Sinclair was
conditioned on the receipt of governmental approvals by March 16, 2000. The
approval by the Antitrust Division of the United States Department of Justice
(DOJ) was not received on a timely basis. Attempts were made to comply with
various requests of the DOJ, compromises were offered on numerous occasions to
the DOJ and offers the Company deemed reasonable were unacceptable to the DOJ.
The Company anticipates that it will incur a one time charge of
approximately $0.850 million in the first quarter related to its efforts to
purchase the Sinclair Stations, respond to the information requested by the
DOJ, its extended negotiation with the DOJ, and the Company's subsequent effort
to remarket the WICS-TV/WICD-TV stations in an attempt to reach a reasonable
compromise with the DOJ.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
None
(b) Pro Forma Financial Information.
None
(c) Exhibits.
2.1 Purchase Agreement by and among Sinclair Communications, Inc. and STC
Broadcasting, Inc. dated March 16, 1999 (1)
10.1 Termination Agreement dated as of March 14, 2000 by and among Sinclair
Communications, Inc. and STC Broadcasting, Inc. (2)
(1) Incorporated by reference to the Form 10-K of STC Broadcasting, Inc.
for the year ended December 31, 1998.
(2) Filed Herewith
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
STC BROADCASTING, INC.
Date: March 22, 2000 By: /s/ David A. Fitz
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David A. Fitz
Senior Vice President and
Chief Financial Officer
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Exhibit 10.1
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "TERMINATION AGREEMENT"), dated as of
March 14, 2000, is entered into by and among Sinclair Communications, Inc., a
Maryland corporation ("SINCLAIR"), Sinclair Acquisition IV, Inc., a Maryland
corporation ("SINCLAIR ACQUISITION"), WICS Licensee, LLC., a Maryland limited
liability company ("WICS LICENSEE"), WICD Licensee, LLC., a Maryland limited
liability company ("WICD LICENSEE"), KGAN Licensee, LLC, a Maryland limited
liability company ("KGAN LICENSEE"; and collectively with Sinclair, Sinclair
Acquisition, WICS Licensee and WICD Licensee, the "SINCLAIR PARTIES"), STC
Broadcasting, Inc., a Delaware corporation ("STC") and SDF Television License
Corp., a Delaware corporation ("SDF"; and together with STC, the "STC
PARTIES").
WHEREAS, Sinclair and Guy Gannett Communications entered into that
certain Purchase Agreement dated as of September 4, 1998 (the "GANNETT PURCHASE
AGREEMENT"), pursuant to which Sinclair agreed to purchase substantially all of
the assets of the Gannett Television Stations (as defined therein), including
television broadcast stations WICS-TV, Channel 20, Springfield, Illinois
("WICS"); WICD-TV, Channel 15, Champaign, Illinois ("WICD"; and together with
WICS, the "ILLINOIS STATIONS"); and KGAN-TV, Channel 2, Cedar Rapids, Iowa
("KGAN", and collectively with the Illinois Stations, the "GANNETT STATIONS");
WHEREAS, STC and Sinclair are parties to a Purchase Agreement, dated
as of March 3, 1999 (the "PURCHASE AGREEMENT"), pursuant to which Sinclair has
agreed to sell to STC, and STC has agreed to purchase from Sinclair,
substantially all of the assets of the Gannett Stations, pursuant to the terms
and conditions set forth in the Purchase Agreement;
WHEREAS, Sinclair has assigned, transferred and conveyed to Sinclair
Acquisition, Sinclair's right to acquire, among other things, the non-FCC
license assets of the Gannett Stations under the Gannett Purchase Agreement
pursuant to an Assignment and Assumption Agreement, dated as of April 23, 1999,
by and between Sinclair and Sinclair Acquisition;
WHEREAS, Sinclair has assigned, transferred and conveyed to WICS
Licensee, WICD Licensee, LLC and KGAN Licensee Sinclair's right to acquire,
among other things, the FCC license assets of the Gannett Stations under the
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Gannett Purchase Agreement pursuant to an Assignment and Assumption Agreement,
dated as of April 23, 1999, by and between Sinclair and each of WICS Licensee,
WICD Licensee and KGAN Licensee;
WHEREAS, STC has assigned, transferred and conveyed to SDF STC's right
to acquire the FCC license assets of the Gannett Stations under the Purchase
Agreement pursuant to an Assignment and Assumption Agreement, dated as of
September 20, 1999, by and between STC and SDF;
WHEREAS, the parties hereto mutually desire to terminate the Purchase
Agreement on the terms set forth herein; and
WHEREAS, capitalized terms used herein and not otherwise defined
herein shall have the meaning ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and the covenants
and agreements set forth in this Termination Agreement, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Termination. The Sinclair Parties and the STC Parties
mutually consent to terminate the Purchase Agreement pursuant to Section
10.1(a)(i) of the Purchase Agreement.
2. Effect of Termination. Notwithstanding anything to the
contrary contained in the Purchase Agreement or otherwise, (a) Purchaser shall
receive the immediate return of the Letter of Credit, and (b) the Sinclair
Parties and the STC Parties, their respective subsidiaries, officers,
directors, employees, agents and representatives, shall be released and
discharged of all obligations under the Purchase Agreement, except (i) to the
extent of a party's liability for willful material breaches of the Purchase
Agreement prior to the time of this Termination Agreement, and (ii) the
obligations of each party for its own expenses incurred in connection with the
transactions contemplated by the Purchase Agreement as provided therein.
3. Releases. Each of the Sinclair Parties and STC Parties,
hereby releases and discharges the others (and such other's directors,
officers, representatives, employees, attorneys, advisors, agents, parents,
subsidiaries, affiliated persons and entities, predecessors, successors and
assigns and all persons acting in concert with any such party) (the "RELEASED
PERSONS") from all manner of claims, actions, causes of action or suits, at law
or in equity, known or unknown, which each now has or hereafter can, shall, or
may have by reason of any matter, cause or thing whatsoever relating to or
arising out of the Purchase Agreement,
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excepting only any claim, action, cause of action or suit arising (a) by virtue
of an undertaking or promise contained in this Termination Agreement or (b) by
virtue of transactions or dealings undertaken in the ordinary course of
business and not arising out of, in connection with or in any way related to
the Purchase Agreement. Nothing in this Section 3 shall in any way constitute
an agreement by any party hereto to indemnify any other party hereto against
any third party claim or, except as specifically set forth herein, waive,
release, limit or restrict any claim which any party may have against any
person or entity not a party to this Termination Agreement.
4. Counterparts. This Termination Agreement may be executed in
one or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have been
signed by each of the parties and delivered to the other parties.
5. Entire Agreement. This Termination Agreement constitutes the
entire agreement and supersede all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof.
6. Governing Law. This Termination Agreement shall be governed
and construed in accordance with the laws of the State of New York, without
giving effect to choice of law principles thereof (other than Section 5-1401 of
the New York General Obligations Law).
7. Successors and Assigns. This Termination Agreement shall be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns.
8. Notices. All notices and other communications hereunder shall
be in writing, shall be delivered by hand, telecopy, facsimile or next-day
courier service and shall be deemed given when delivered. All notices hereunder
shall be delivered as set forth below, or pursuant to such other instructions
as may be designated in writing by the party to receive such notice:
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If to STC or SDF:
c/o STC Broadcasting, Inc.
3839 4th Street North
Suite 420
St. Petersburg, Florida 33703
Attn: David Fitz
Fax: (727) 821-8092
with copies to:
Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court
Suite 1600
Dallas, Texas 75201
Attn: Lawrence D. Stuart, Jr., Esq.
Fax: (214) 740-7355
and
Hogan & Hartson L.L.P.
8300 Greensboro Drive
Suite 1100
McLean, Virginia 22102
Attn: Richard T. Horan, Jr., Esq.
Fax: (703) 610-6200
If to the Sinclair Parties:
c/o Sinclair Communications, Inc.
2000 West 41st Street
Baltimore, Maryland 21211-1420
Attn: President
Fax: (410) 467-5043
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with copy to:
c/o Sinclair Communications, Inc.
2000 West 41st Street
Baltimore, Maryland 21211-1420
Attn: General Counsel
Fax: (410) 662-4707
and
Thomas & Libowitz, P.A.
100 Light Street
Suite 1100
Baltimore, Maryland 21202-1053
Attn: Steven A. Thomas, Esq.
Fax: (410) 752-2046
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have caused this Termination Agreement
to be signed by their respective officers thereunto duly authorized, all as of
the date first written above.
SINCLAIR COMMUNICATIONS, INC.
By: /s/ David B. Amy
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Name: David B. Amy
Title: Secretary / Treasurer
SINCLAIR ACQUISITION IV, INC.
By: /s/ David B. Amy
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Name: David B. Amy
Title: Secretary / Treasurer
WICS LICENSEE, LLC
By: /s/ David B. Amy
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Name: David B. Amy
Title: Secretary / Treasurer
WICD LICENSEE, LLC
By: /s/ David B. Amy
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Name: David B. Amy
Title: Secretary / Treasurer
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
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KGAN LICENSEE, LLC
By: /s/ David B. Amy
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Name: David B. Amy
Title: Secretary / Treasurer
STC BROADCASTING, INC.
By: /s/ David A. Fitz
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Name: David A. Fitz
Title: Chief Financial Officer
SDF TELEVISION LICENSE CORP.
By: /s/ David A. Fitz
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Name: David A. Fitz
Title: Secretary
