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Page 1 of 8 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
August 12, 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 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).
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SCHEDULE 13D
CUSIP No. 532776 10 1 Page 2 of 8 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Cook Inlet Region, Inc.
92-0042304
2 Check The Appropriate Box If A Member Of A Group*
(a) [X]
(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)
[ ]
6 Citizenship Or Place Of Organization
Alaska corporation
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
0
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
1,608,975
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
0
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
1,608,975
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,608,975
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares*
[ ]
13 Percent Of Class Represented By Amount In Row (11)
5.4%
14 Type Of Reporting Person*
CO, HC
* 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>
SCHEDULE 13D
CUSIP No. 532776 10 1 Page 3 of 8 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Cook Inlet Corporation
92-0126955
2 Check The Appropriate Box If A Member Of A Group*
(a) [X]
(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)
[ ]
6 Citizenship Or Place Of Organization
Alaska corporation
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
0
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
1,608,975
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
0
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
1,608,975
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,608,975
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares*
[ ]
13 Percent Of Class Represented By Amount In Row (11)
5.4%
14 Type Of Reporting Person*
CO, HC
* 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.
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SCHEDULE 13D
CUSIP No. 532776 10 1 Page 4 of 8 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Cook Inlet Communications, Inc.
92-0109612
2 Check The Appropriate Box If A Member Of A Group*
(a) [X]
(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)
[ ]
6 Citizenship Or Place Of Organization
Alaska corporation
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
0
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
1,608,975
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
0
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
1,608,975
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,608,975
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares*
[ ]
13 Percent Of Class Represented By Amount In Row (11)
5.4%
14 Type Of Reporting Person*
CO, HC
* 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>
SCHEDULE 13D
CUSIP No. 532776 10 1 Page 5 of 8 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Cook Inlet Communications Corp.
92-0111344
2 Check The Appropriate Box If A Member Of A Group*
(a) [X]
(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)
[ ]
6 Citizenship Or Place Of Organization
Delaware corporation
7 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
0
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
1,608,975
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
0
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
1,608,975
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,608,975
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares*
[ ]
13 Percent Of Class Represented By Amount In Row (11)
5.4%
14 Type Of Reporting Person*
CO
* 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>
Page 6 of 8 Pages
The following Items of the Schedule 13D previously filed by the undersigned
with respect to the Common Stock of LIN Television Corporation, a Delaware
corporation (the "Issuer"), are hereby amended as follows:
ITEM 4. PURPOSE OF TRANSACTION.
The following should be inserted following the fifth paragraph of Item 4:
On August 12, 1997, the Issuer announced that it has entered into an
Agreement and Plan of Merger (the "Merger Agreement") with newly formed
affiliates of Hicks, Muse, Tate & Furst Incorporated known as Ranger Holdings
Corp., a Delaware corporation ("Acquiror"), and Ranger Acquisition Company, a
Delaware corporation ("Acquiror Sub"), pursuant to which the Acquiror Sub
will merge with and into the Issuer (the "Merger"). Assuming the Merger
occurs, each issued and outstanding share of the Common Stock of the Issuer
will be converted into the right to receive $47.50, subject to adjustment in
accordance with the Merger Agreement.
In connection with the negotiation of the Merger Agreement, Cook Inlet
Communications Corp., a Delaware corporation ("CICC"), entered into that
certain Stockholders Agreement (the "New Stockholders Agreement"), dated as
of August 12, 1997, by and among Acquiror, Acquiror Sub, CICC and, for
certain limited purposes, the Issuer. Pursuant to the New Stockholders
Agreement, CICC has agreed, subject to various conditions set forth in the
New Stockholders Agreement, to vote all of its shares of the Common Stock of
the Issuer in favor of the Merger and the Merger Agreement and against any
matter that would be inconsistent with or violative of the Merger or the
Merger Agreement.
The New Stockholders Agreement does not prevent or restrain CICC from
offering for sale, selling, transferring, tendering, pledging, encumbering,
assigning or otherwise disposing of any or all of the shares of the Common
Stock of the Issuer held by CICC. Furthermore, the New Stockholders
Agreement provides that none of the covenants or agreements set forth in the
New Stockholders Agreement apply to any transferee of any of the Common Stock
of the Issuer currently held by CICC. A complete copy of the New
Stockholders Agreement is attached hereto as Exhibit 8 and is incorporated
herein by reference.
Also in connection with the Merger Agreement, the Issuer, CICC and AT&T
Wireless Services, Inc., a Delaware corporation ("AT&T Wireless"), as
successor to McCaw Cellular Communications, Inc., entered into that certain
Termination Agreement (the "Termination Agreement"), dated August 11, 1997,
pursuant to which the Stockholders Agreement, dated as of December 28, 1994,
was terminated. Accordingly, neither CICC nor AT&T Wireless are required to
vote their shares of the Common Stock of the Issuer in accordance with the
terms of the Stockholders Agreement. A complete copy of the Termination
Agreement is attached hereto as Exhibit 9 and is incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) CICC is the holder and beneficial owner of 1,608,975 shares of Common
Stock, representing 5.4% of the outstanding shares of Common Stock of
the Issuer. Each of CIRI, CIC and CICI controls CICC and thus may be
considered to have beneficial ownership of such shares.
(b) Each of the corporations named in Item 5(a) above share voting and
investment power with respect to the 1,608,975 shares held by CICC
with each of the other corporations named therein.
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Page 7 of 8 Pages
(c) The following transactions, all of which were market sales of Common
Stock, were effected on the dates set forth below through the NASDAQ
National Market by the persons filing this Schedule.
Selling Company Date # of Shares Price
--------------- -------- ------------ ------
CICC 10/01/96 115,000 40.625
CICC 10/02/96 25,000 40.750
CICC 10/02/96 40,000 41.125
CICC 10/02/96 5,000 41.375
CICC 10/03/96 21,475 40.625
CICC 6/09/97 12,500 43.000
CICC 6/10/97 12,500 43.125
CICC 6/10/97 15,000 43.000
CICC 6/11/97 25,000 43.000
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The following should be inserted following the fourth paragraph of Item
6:
As further described in Item 4 above, on August 11, 1997, the Issuer,
AT&T Wireless and CICC entered into the Termination Agreement pursuant to
which the Stockholders Agreement was terminated.
As further described in Item 4 above, on August 12, 1997, Acquiror,
Acquiror Sub, CICC and, for certain limited purposes, the Issuer, entered
into the New Stockholders Agreement more particularly described above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following additional Exhibits are filed herewith:
8. Stockholders Agreement, dated as of August 12, 1997, by and among
Ranger Holdings Corp., Ranger Acquisition Corp., Cook Inlet Communications
Corp. and, for certain limited purposes, the Issuer.
9. Termination Agreement, dated August 11, 1997, by and among the
Issuer, AT&T Wireless Services, Inc. and Cook Inlet Communications Corp.
<PAGE>
Page 8 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, the undersigned hereby certify that the information set
forth in this statement is true, complete and correct.
Dated this 14th day of August, 1997.
COOK INLET REGION, INC.* COOK INLET CORPORATION
By: /s/ Mark W. Kroloff By: /s/ Craig Floerchinger
------------------------------ ------------------------------
Mark W. Kroloff Craig Floerchinger
Vice President Vice President
COOK INLET COMMUNICATIONS, INC. COOK INLET COMMUNICATIONS CORP.
By: /s/ Craig Floerchinger By: /s/ Mark W. Kroloff
------------------------------ ------------------------------
Craig Floerchinger 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 8
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT, dated as of August 12, 1997 (this
"AGREEMENT"), is made and entered into by Ranger Holdings Corp., a Delaware
corporation ("PARENT"), Ranger Acquisition Corp., a Delaware corporation and
a direct wholly owned subsidiary of Parent ("SUB"), and Cook Inlet
Communications Corp. ("CI"), a Delaware corporation. In addition to the
above parties, LIN Television Corporation, a Delaware corporation (the
"COMPANY"), hereby joins in the execution and delivery of this Agreement for
purposes of Sections 2(b).
W I T N E S S E T H
WHEREAS, concurrently herewith, Parent, Sub and the Company are
entering into an Agreement and Plan of Merger (as such agreement may
hereafter be amended from time to time, the "Merger Agreement"; capitalized
terms used and not defined herein have the respective meanings ascribed to
them in the Merger Agreement), pursuant to which Sub will be merged with and
into the Company (the "MERGER");
WHEREAS, CI is the record and Beneficial Owner of 1,608,975 Shares;
and
WHEREAS, as an inducement and a condition to entering into the
Merger Agreement, Parent has required that CI agree, and CI has agreed, to
enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. DEFINITIONS. For purposes of this Agreement:
(a) "BENEFICIALLY OWN" or "BENEFICIAL OWNERSHIP" with respect to
any securities shall mean having "beneficial ownership" of such securities
(as determined pursuant to Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT")), including pursuant to any agreement,
arrangement or understanding, whether or not in writing.
(b) "COMPANY COMMON STOCK" shall mean at any time the Common
Stock, par value $.01 per share, of the Company.
(c) "PERSON" shall mean an individual, corporation, partnership,
joint venture, association, trust, unincorporated organization or other
entity.
<PAGE>
2. PROVISIONS CONCERNING COMPANY COMMON STOCK.
(a) CI hereby agrees that during the period commencing on the date
hereof and continuing until the first to occur of the Effective Time or
termination of the Merger Agreement in accordance with its terms, at any
meeting of the holders of Company Common Stock, however called, or in
connection with any written consent of the holders of Company Common Stock,
CI shall in its capacity as a holder of Company Common Stock and subject to
Section 5, vote all of the issued and outstanding Shares held of record or
Beneficially Owned by CI, whether heretofore owned or hereafter acquired,
other than in connection with the termination of the Merger Agreement (i) in
favor of the Merger, the execution and delivery by the Company of the Merger
Agreement and the approval of the terms thereof and each of the other actions
contemplated by the Merger Agreement and this Agreement and any actions
required in furtherance thereof and hereof, it being understood that the
agreement to vote in favor of the Merger is dependent on no reduction having
been made to the Merger Consideration and the affirmative recommendation of
the Company's Board of Directors; (ii) against any action or agreement that
would result in a breach in any respect of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or this Agreement; and (iii) except as otherwise agreed to in
writing in advance by Parent, against the following actions (other than the
Merger, the transactions contemplated by the Merger Agreement or as otherwise
permitted or contemplated by the Merger Agreement): (A) any extraordinary
corporate transaction, such as a merger, consolidation, or other business
combination involving the Company or its Subsidiaries; (B) a sale, lease or
transfer of a material amount of assets of the Company or its Subsidiaries,
or a reorganization, recapitalization, dissolution or liquidation of the
Company or its Subsidiaries; (C) (1) any change in a majority of the persons
who constitute the board of directors of the Company; (2) any change in the
present capitalization of the Company or any amendment of the Company's
Certificate of Incorporation or Bylaws; (3) any other material change in the
Company's corporate structure or business; or (4) any other action involving
the Company or its Subsidiaries which is intended, or could reasonably be
expected, to impede, interfere with, delay, postpone, or materially adversely
affect the Merger and the transactions contemplated by this Agreement and the
Merger Agreement, and during such period, CI shall not enter into any
agreement or understanding with any person or entity the effect of which
would be inconsistent with or violative of the provisions and agreements
contained in this Section 2.
(b) Section 2(a) is for the benefit of, and may not be amended or
waived without the prior written consent of, the Company.
3. COVENANTS, REPRESENTATIONS AND WARRANTIES OF CI.
(a) CI hereby represents and warrants to Parent as follows:
(i) OWNERSHIP OF SHARES. CI is the record and Beneficial Owner
of 1,608,975 Shares. On the date hereof, such 1,608,975 Shares constitute
all of the Shares owned of record or Beneficially Owned by CI and its
affiliates (other than any options to purchase Shares held by Roy M.
Huhndorf). CI has voting power and power to issue instructions with
respect to the matters set forth in Section 2 hereof,
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power of disposition, power of conversion, power to demand appraisal
rights and power to agree to all of the matters set forth in this
Agreement, in each case with respect to 1,608,975 Shares, with no material
limitations, qualifications or restrictions on such rights, subject to
applicable securities laws and the terms of this Agreement.
(ii) ORGANIZATION, STANDING AND POWER. CI is a corporation duly
organized, validly existing and good standing under the laws of the
jurisdiction of its incorporation. CI has adequate corporate power and
authority to own its properties and carry on its business as presently
conducted. CI has the corporate power and authority to enter into and
perform all of CI's obligations under this Agreement and to consummate the
transactions contemplated hereby. There is no beneficiary or holder of a
voting trust certificate or other interest of any trust of which CI is
trustee whose consent is required for the execution and delivery of this
Agreement or the consummation by CI of the transactions contemplated
hereby.
(iii) EXECUTION, DELIVERY AND PERFORMANCE. This Agreement
has been duly and validly executed and delivered by CI and constitutes the
valid and binding obligation of CI, enforceable in accordance with its
terms, except as enforceability may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting
creditors' rights generally.
(iv) RELIANCE BY PARENT. CI understands and acknowledges that
Parent is entering into, and causing Sub to enter into, the Merger
Agreement in reliance, among other things, upon CI's execution and delivery
of this Agreement.
(b) Parent hereby represents and warrants to CI as follows:
(i) ORGANIZATION, STANDING AND POWER. Parent is a corporation
duly formed and validly existing under the laws of the State of Delaware,
with adequate corporate power and authority to own its properties and carry
on its business as presently conducted. Parent has the corporate power and
authority to enter into and perform all of Parent's obligations under this
Agreement and to consummate the transactions contemplated hereby.
(ii) EXECUTION, DELIVERY AND PERFORMANCE. The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by the Board of
Directors of Parent, and Parent has taken all other actions required by
law, its Certificate of Incorporation and its Bylaws in order to consummate
the transactions contemplated by this Agreement. This Agreement has been
duly and validly executed and delivered by Parent and constitutes the valid
and binding obligation of Parent and is enforceable in accordance with its
terms, except as enforceability may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting
creditors' rights generally.
(iii) NO CONFLICTS. No filing with, and no permit,
authorization, consent or approval of, any state or federal public body or
authority is necessary for
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the execution of this Agreement by Parent or, except for filings under the
HSR Act, filings under the Communications Act, and the filings required
under the Merger Agreement, the consummation by Parent of the transactions
contemplated hereby, except where the failure to obtain such consent,
permit, authorization, approval or filing would not interfere with
Parent's ability to perform its obligations hereunder. None of the
execution and delivery of this Agreement by Parent, the consummation
by Parent of the transactions contemplated hereby or compliance by Parent
with any of the provisions hereof shall (1) conflict with or result in any
breach of any applicable organizational documents applicable to Parent, (2)
result in a violation or breach of, conflict with, or constitute (with or
without notice or lapse of time or both) a default (or give rise to any
third party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any kind to
which Parent is a party or by, which Parent or any of Parent's properties
or assets may be bound, or (3) violate, subject, with respect to the
consummation of the transactions contemplated hereby or compliance with the
provisions hereof, to filings under the Exchange Act, the HSR Act and the
Communications Act, and the filings required under the Merger Agreement,
any order, writ, injunction, decree, judgment, order, statute, rule or
regulation applicable to Parent or any of Parent's properties or assets, in
each such case except to the extent that any conflict, breach, default or
violation would not interfere with the ability of Parent to perform its
obligations hereunder.
4. TERMINATION. Except as otherwise provided herein, the covenants
and agreements contained herein with respect to the Shares shall terminate
upon the termination of the Merger Agreement in accordance with its terms by
Parent or the Company.
5. DIRECTORS ACTIONS; FREEDOM OF TRANSFER. Notwithstanding anything
in this Agreement to the contrary, the covenants and agreements set forth
herein shall not (i) prevent any designees of CI serving on the Company's
Board of Directors from taking any action, subject to the applicable
provisions of the Merger Agreement, while acting in such designee's capacity
as a director the Company, or (ii) in any way prevent or restrain CI at any
time from offering for sale, selling, transferring, tendering, pledging,
encumbering, assigning or otherwise disposing of any or all of the Shares
currently or hereafter held by CI, and none of the covenants and agreements
set forth herein shall apply to any transferee of the Shares.
6. MISCELLANEOUS.
(a) AMENDMENTS, WAIVERS, ETC. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, except
upon the execution and delivery of a written agreement executed by the
parties hereto.
(b) NOTICES. All notices, requests claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given,) by hand delivery, telegram,
telex or telecopy, or by mail (registered or certified mail, postage prepaid,
return receipt requested) or by any courier
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service, such as Federal Express, providing proof of delivery. All
communications hereunder shall be delivered to the respective parties at the
following addresses:
If to CI: Cook Inlet Communications Corp.
2525 C Street
Anchorage, Alaska 99503
Attn: Mark Kroloff, Esq.
Telecopy: (907) 263-5182
Copy to: Munger, Tolles & Olson LLP
355 South Grand Avenue
Los Angeles, California 90071
Attn: John B. Frank, Esq.
Telecopy: (213) 687-3702
If to Parent Ranger Holdings Corp.
or Sub: c/o Hicks, Muse, Tate
& Furst Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas 75201
Attn: Lawrence D. Stuart, Jr.
Telecopy: (214) 740-7313
Copy to: Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attn: Stephen E. Jacobs, Esq.
Telecopy: (212) 310-8007
If to the Company: LIN Television Corporation
Four Richmond Square, Suite 200
Providence, Rhode Island 02906
Attn: President
Telecopy: (401) 454-2817
Copy to: Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attn: David B. Chapnick, Esq.
Telecopy: (212) 455-2502
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(c) SEVERABILITY. Whenever possible, each provision or portion of
any provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of
any provision of this Agreement is
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held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or portion of any
provision in such Jurisdiction, and this Agreement will be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision or portion of any provision had never been contained
herein.
(d) SPECIFIC PERFORMANCE. Each of the parties hereto recognizes
and acknowledges that a breach by it of any covenants or agreements contained
in this Agreement will cause the other party to sustain damages for which it
would not have an adequate remedy at law for money damages, and therefore
each of the parties hereto agrees that in the event of any such breach the
aggrieved party shall be entitled to the remedy of specific performance of
such covenants and agreements and injunctive and other equitable relief in
addition to any other remedy to which it may be entitled, at law or in equity.
(e) REMEDIES CUMULATIVE. All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
(f) NO WAIVER. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available
in respect hereof at law or in equity, or to insist upon compliance by any
other party hereto with its obligations hereunder, and any custom or practice
of the parties at variance with the terms hereof, shall not constitute a
waiver by such party of its right to exercise any such or other right, power
or remedy or to demand such compliance.
(g) NO THIRD PARTY BENEFICIARIES. Except as provided in Section
2(b), this Agreement is not intended to be for the benefit of, and shall not
be enforceable by, any person or entity who or which is not a party hereto.
(h) GOVERNING LAW. This Agreement shall be governed and construed
in accordance with the laws of the State of Delaware, without giving effect
to the principles of conflicts of law thereof.
(i) DESCRIPTIVE HEADINGS. The descriptive headings used herein
are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.
(j) COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same agreement.
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IN WITNESS WHEREOF, Parent, Sub and CI have caused this Agreement to
be duly executed as of the day and year first above written.
RANGER HOLDINGS CORP.
By: /s/ Michael Levitt
-----------------------------
Name: Michael Levitt
Title: Vice President
RANGER ACQUISITION CORP.
By: /s/ Michael Levitt
-----------------------------
Name: Michael Levitt
Title: Vice President
COOK INLET COMMUNICATIONS CORP.
By: /s/ Mark Kroloff
------------------------------
Name: Mark Kroloff
Title: V.P. and Secretary
[Signatures continue on next page]
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AGREED TO AND ACKNOWLEDGED
(with respect to Sections 2(b) hereof and for
purposes of acknowledging its consent hereto):
LIN TELEVISION CORPORATION
By: /s/ Peter E. Maloney
------------------------------
Name: Peter E. Maloney
Title: V.P. Finance
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Exhibit 9
TERMINATION AGREEMENT
TERMINATION AGREEMENT (this "Agreement"), dated as of August 12,
1997, by and among LIN TELEVISION CORPORATION, a Delaware corporation (the
"Company"), AT&T WIRELESS SERVICES, INC., a Delaware corporation ("AT&T
Wireless"), and COOK INLET COMMUNICATIONS CORP., a Delaware corporation
("Cook Inlet").
WHEREAS, the parties hereto have entered into a Stockholders
Agreement, made as of December 28, 1994 (the "Current Stockholders
Agreement");
WHEREAS, concurrently herewith, the Company, Ranger Holdings Corp.,
a Delaware corporation ("Parent"), and Ranger Acquisition Corp., a Delaware
corporation and a direct wholly owned subsidiary of Parent ("Sub"), are
entering into an Agreement and Plan of Merger (as such agreement may
hereafter be amended from time to time, the "Merger Agreement"; capitalized
terms used and not defined herein have the respective meanings ascribed to
them in the Merger Agreement), pursuant to which Sub will be merged with and
into the Company; and
WHEREAS, the parties hereto have determined that in light of the
totality of the facts and circumstances as of the date hereof, the Current
Stockholders Agreement is no longer necessary and should therefore be
terminated immediately;
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained herein set
forth, and intending to be legally bound hereby, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. TERMINATION. Notwithstanding the terms of Section 6 of the
Current Stockholders Agreement, the Current Stockholders Agreement is hereby
terminated effective as of the date hereof and shall have no further force
and effect.
2. LIMITATION OF AGREEMENT. This Agreement is limited precisely
as written and shall not be deemed to terminate, amend or modify any other
agreement or any term thereof to which any of the parties may be a party.
3. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.
4. GOVERNING LAW. This Agreement and all questions of its
interpretation will be construed in accordance with the laws of the State of
New York without regard to its principles of conflicts of laws.
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IN WITNESS WHEREOF, this Agreement has been duly executed by or on
behalf of each of the parties hereto as of the date first above written.
LIN TELEVISION CORPORATION
By: /s/ Peter E. Maloney
---------------------------
Name:
Title:
AT&T WIRELESS SERVICES, INC.
By: /s/ D. R. Hesse
---------------------------
Name:
Title:
COOK INLET COMMUNICATIONS CORP.
By: /s/ Mark Kroloff
---------------------------
Name: Mark Kroloff
Title: V.P. and Secretary
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