UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LIN Television Corporation
(Name of Issuer)
Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
532776 10 1
(CUSIP Number)
Mark W. Kroloff
Cook Inlet Region, Inc.
2525 "C" Street
Anchorage, Alaska 99503
(907) 274-8638
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 18, 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
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).
<PAGE>
The following Items of the Schedule 13D previously filed by the undersigned
with respect to the Common Stock of LIN Television Corporation are hereby
amended as follows:
ITEM 4. PURPOSE OF TRANSACTION
The paragraph prior to the last paragraph of Item 4 is hereby amended to
read in full as follows:
As further described under Item 6 below, CICC and the Issuer are parties
to a Registration Rights Agreement. As amended as of October 18, 1995, the
Registration Rights Agreement permits CICC, among other things, to cause the
Issuer to effect the shelf registration (through one or more registration
statements) of all or a portion (as CICC may from time to time specify) of the
Common Stock issued to CICC in connection with the Station Sale. In
accordance with the terms of that agreement and in response to CICC's request,
the Issuer is preparing and expects to soon file a shelf registration
statement (the "Registration Statement") that will permit CICC to sell from
time to time up to 1,683,975 shares of Common Stock in accordance with the
plan of distribution described therein. The extent and timing of such sales,
if any, will depend upon price, market conditions, internal requirements,
evaluation of alternative investments and other factors. Under the terms of
the Registration Rights Agreement, the Issuer has agreed to maintain the
effectiveness of the Registration Statement for a period of two years, or
until all of the shares covered by the Registration Statement have been
disposed of by CICC, if earlier. While CIRI and its subsidiaries, including
the Reporting Persons, have no present plans to purchase additional shares of
Common Stock in the open market or otherwise, they could determine to do so,
based upon the same set of factors listed above with respect to CICC's
potential sale of shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The paragraph prior to the last paragraph of Item 6 is hereby amended to read
in full as follows:
Registration Rights Agreement
CICC and Issuer are parties to a Registration Rights Agreement dated as
of December 28, 1994, as amended by that certain Amendment No. 1 dated as of
October 18, 1995. Pursuant to the Registration Rights Agreement, as amended,
Issuer has agreed, under certain conditions and subject to certain
limitations, to use its reasonable efforts to effect the registration under
the Securities Act of 1933 (the "1933 Act") of the shares of Common Stock held
by CICC. Holders of 20% of registrable shares may demand up to two such
registrations prior to December 28, 2001. In addition, until December 28,
2001, the Issuer will use its reasonable efforts to include, upon request,
registrable shares in a registration of Common Stock under the 1933 Act by the
Issuer on a registration form and in a manner that would permit registration
of registrable shares for sale to the public, subject to certain limitations.
The Issuer has also agreed, subject to certain conditions and limitations, to
use all reasonable efforts to effect the registration (through the filing of
one or more shelf registration statements) of all or a portion (as CICC may
from time to time specify) of the registrable shares of Common Stock for
resale by CIRI and its subsidiaries in the manner or manners designated by it,
provided that (i) the number of shares proposed to be sold within any
consecutive 45-day period, other than in a customary firm-commitment
underwritten public offering, shall not be less than 291,810 shares, and (ii)
the aggregate purchase price of the shares sold through a firm commitment
underwriting shall be not less than $2 million. The Issuer has agreed to keep
each such shelf registration statement effective until the earliest of (a) two
years from the date of initial effectiveness, (b) December 28, 1997 or (c)
such time as all shares covered by such registration statement have been
disposed of by CIRI and its subsidiaries. The Issuer has agreed to pay all
expenses of registration. The Issuer and CICC have agreed to customary
indemnification and contribution provisions for certain liabilities relating
to the registration of the Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following additional Exhibit is filed herewith:
7. Amendment No. 1 to Registration Rights Agreement dated as of
October 18, 1995 between LIN Television Corporation and Cook Inlet
Communications Corp.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of each,
the undersigned hereby certify that the information set forth in this
statement is true, complete and correct.
Dated this 20th day of October, 1995.
COOK INLET REGION, INC.* COOK INLET CORPORATION
By: /S/ MARK W. KROLOFF By: /S/ MARK D. ADOLPH
Mark W. Kroloff Mark D. Adolph
Vice President Vice President
COOK INLET COMMUNICATIONS, INC. COOK INLET COMMUNICATIONS CORP.
By: /S/ MARK D. ADOLPH By: /S/ MARK W. KROLOFF
Mark D. Adolph Mark W. Kroloff
Vice President Vice President
*In executing and filing this Schedule 13D, Cook Inlet Region, Inc. does not
intend to waive the exemption afforded it under 43 U.S.C. <section>1625.
<PAGE>
EXHIBIT 7
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1 is made as of the 18th day of October, 1995 between
LIN Television Corporation, a Delaware corporation (the "Company"), and Cook
Inlet Communications Corp., a Delaware corporation (the "Station"), and amends
the Registration Rights Agreement dated December 28, 1994 between the Company
and the Station (the "Agreement"). Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Agreement.
WHEREAS, the parties desire to amend the Agreement in certain respects;
NOW, THEREFORE, the Company and the Station agree as follows:
1. Section 2.6.1 of the Agreement is hereby amended to read in its
entirety as follows:
"2.6.1 REGISTRATION. Upon the Station's written request during the
three-year period following the Closing (as defined in the Purchase
Agreement), the Company shall promptly exercise all reasonable efforts to
effect the registration (through the filing of one or more registration
statements) of all or a portion of the Registrable Securities (as the Station
may from time to time specify) under the 1933 Act. Such registrations shall
be on Form S-1 or Form S-3 (if available for such offerings), as determined by
the Company, permitting registration of such Registrable Securities for resale
by the Station in the manner or manners designated by it (including, without
limitation, one or more underwritten offerings). The Company shall use all
reasonable efforts to keep each registration statement effective until the
earliest of (a) the expiration of two years after the date on which such
registration statement is declared effective, (b) the expiration of three
years after the Closing, or (c) such time as all securities covered by such
registration statement have been disposed of by the Station.
2. Except as specifically amended herein the Agreement shall remain in
full force and effect. In the event of any inconsistency between the
Agreement and this Amendment, the provisions of this Amendment shall control.
3. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same document.
4. This Amendment shall be governed by and construed in accordance
with the internal laws of the State of Washington without regards to
conflicts-of-laws principles.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
LIN TELEVISION CORPORATION COOK INLET COMMUNICATIONS CORP.
By: /S/ PETER E. MALONEY By: /S/ CRAIG FLOERCHINGER
Title: VICE PRESIDENT-FINANCE/TAX Title: VICE PRESIDENT
