<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
AMENDMENT NO. 1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
LIN TELEVISION CORPORATION
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
532776 10 1
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(CUSIP Number)
Marilyn J. Wasser Donald Guthrie
AT&T Corp. LIN Broadcasting Corporation
131 Morristown Road 5295 Carillon Point
Basking Ridge, New Jersey 07920 Kirkland, Washington 98033
(908) 953-4408 (206) 828-1902
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 28, 1994
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(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 this 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 less than five percent of
such class.) (See Rule 13d-7.)
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
(the "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 pages)
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CUSIP No. 532776 10 1 13D/A Page 2 of 5 Pages
Amendment No. 1
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON [OPTIONAL DISCUSS]
AT&T CORP. IRS I.D. 13-4924710
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(a) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of the State of New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
13,494,750
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
13,494,750
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,494,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 532776 10 1 13D/A Page 3 of 5 Pages
Amendment No. 1
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON [OPTIONAL DISCUSS]
McCaw Cellular Communications, Inc. IRS I.D. 91-1379052
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(a) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of the State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
13,494,750
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
13,494,750
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,494,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 532776 10 1 13D/A Page 4 of 5 Pages
Amendment No. 1
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON [OPTIONAL DISCUSS]
MMM Holdings, Inc. IRS I.D. 91-1446947
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(a) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of the State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
13,494,750
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
13,494,750
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,494,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.2%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 532776 10 1 13D/A Page 5 of 5 Pages
Amendment No. 1
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON [OPTIONAL DISCUSS]
LIN Broadcasting Corporation IRS I.D. 62-0673800
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(a) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of the State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
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)
N/A
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
This Schedule 13D is amended in its entirety to read as follows:
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to Schedule 13D relates to the common stock, par value
$.01 per share (the "Common Stock"), of LIN Television Corporation, a Delaware
corporation (the "Issuer"). The principal executive offices are located at 4
Richmond Square, Floor 2, Providence, Rhode Island 02906.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b) and (c) This Amendment No. 1 to Schedule 13D is being filed by
AT&T Corp., a New York corporation ("AT&T"), McCaw Cellular Communications,
Inc., a Delaware corporation ("McCaw"), MMM Holdings, Inc., a Delaware
corporation ("MMM"), and LIN Broadcasting Corporation, a Delaware corporation
("LIN") (all being collectively referred to herein as the "Reporting Persons").
The Common Stock is held of record in the name of MMM, which is a wholly owned
subsidiary of McCaw, which is a wholly owned subsidiary of AT&T. In addition,
AT&T is the controlling person of McCaw, MMM and LIN, and McCaw is the
controlling person of MMM and LIN. AT&T does not have a controlling person.
AT&T is principally engaged in global information movement and management,
financial services and leasing. The address of its principal business and
principal office is 32 Avenue of the Americas, New York, New York 10013-2412.
McCaw is principally engaged in the business of providing cellular
communication services. The address of its principal business and principal
office is 5400 Carillon Point, Kirkland, Washington 98033.
MMM conducts no business. It is a corporation formed to hold securities of
LIN. The address of its principal business and principal office is 5400
Carillon Point, Kirkland, Washington 98033.
LIN is principally engaged in the cellular telephone business. The address
of its principal business and principal office is 5295 Carillon Point, Kirkland,
Washington 98033.
In connection with the Distribution (as defined in Item 3) which was
consummated on December 28, 1994, LTC Holdings, Inc., a Delaware corporation
("LTC"), which was a reporting person in the original Schedule 13D filed on
December 23, 1994, was dissolved.
Schedules I, II, III and IV attached hereto and incorporated herein by this
reference list each executive officer and director of AT&T, McCaw, MMM and LIN,
respectively, and the business address, present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted.
(d) During the last five years, neither any of the Reporting Persons nor,
to the best knowledge of the Reporting Persons, any of the other persons named
in Schedule I, II, III or IV
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has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, neither any of the Reporting Persons nor,
to the best knowledge of the Reporting Persons, any of the other persons named
in Schedule I, II, III or IV was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a 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.
(f) AT&T is incorporated in New York and McCaw, MMM and LIN are each
incorporated in Delaware. Schedules I, II, III and IV provide information
regarding the citizenship for the executive officers and directors of AT&T,
McCaw, MMM and LIN.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No funds or other consideration of any kind was given by any of the
Reporting Persons or any of the persons named in Schedule I, II, III or IV in
connection with the event that required the filing of this Amendment No. 1 to
Schedule 13D, which was the payment of a special dividend pursuant to a spin-off
distribution of all the Common Stock (the "Distribution") by LIN to its
stockholders of record on December 9, 1994. The Distribution, which was
consummated on December 28, 1994, had the following effects: (a) LIN ceased to
beneficially own any Common Stock, (b) MMM became the direct beneficial owner of
13,494,750 shares of Common Stock, which represented 52% of the Common Stock
outstanding upon consummation of the Distribution (the same percentage MMM
indirectly beneficially owned prior to the Distribution), (c) the remaining
Reporting Persons became the indirect beneficial owners of 13,494,750 shares of
Common Stock, which represented the same percentage of the Common Stock they
indirectly beneficially owned prior to the Distribution, and (d) the persons
named in Schedules II, III and IV, to the Reporting Persons' best knowledge,
became the beneficial owners of the number of shares of Common Stock listed
opposite their names on such Schedules. Also, in connection with the
Distribution, LTC, which was a reporting person in the original Schedule 13D
filed on December 23, 1994, was dissolved. In addition, as described more fully
in Item 4, immediately after the Distribution, the Issuer issued additional
shares of Common Stock in connection with the Acquisition (as defined in Item
4), which reduced the direct beneficial ownership of MMM and the indirect
beneficial ownership of the other Reporting Persons (excluding LIN) to 46.2% of
the Common Stock outstanding after the closing of the Acquisition.
ITEM 4. PURPOSE OF TRANSACTION.
The event that required the filing of this Amendment No. 1 to Schedule 13D
was the consummation of the Distribution.
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As discussed in Item 3, by virtue of the Distribution, LIN ceased to
beneficially own any Common Stock and the remaining Reporting Persons'
beneficial ownership of Common Stock is now 13,494,750 shares, which
constituted a 52% ownership interest in the Issuer upon consummation of the
Distribution (representing the same percentage of the Common Stock
beneficially owned by the Reporting Persons prior to the Distribution). Such
percentage ownership was reduced to 46.2% after the closing of the Acquisition.
Also, in connection with the Distribution, LTC, which was a reporting person in
the original Schedule 13D filed on December 23, 1994, was dissolved. In
addition, by virtue of the Distribution, certain of the persons named in
Schedules II, III and IV, to the Reporting Persons' best knowledge, acquired
beneficial ownership of the Common Stock in respect of shares of LIN Common
Stock beneficially owned by them prior to the Distribution.
LIN and the Issuer have entered into an Asset Purchase Agreement, as
amended, with Cook Inlet Communications, Inc. ("CICI") and its subsidiary, Cook
Inlet Communications Corp. ("CICC" and together with CICI, "Cook"), pursuant to
which the Issuer agreed to purchase and assume, and Cook agreed to sell and
transfer, substantially all the assets and certain liabilities of Cook,
consisting primarily of a television station, in exchange for approximately $120
million in cash and 3,357,950 shares of the Common Stock (the "Acquisition").
The Acquisition closed on December 28, 1994.
As described more fully in Item 6, on December 28, 1994, the Issuer and
McCaw entered into a Television Private Market Value Guarantee (the
"Television Guarantee"), which places certain obligations on McCaw for the
benefit of the stockholders of the Issuer, other than McCaw and its affiliates.
Pursuant to the Television Guarantee, McCaw may, under certain circumstances,
offer to acquire the remaining publicly owned shares of the Common Stock in 1998
for their "private market value," as then determined pursuant to an appraisal
process. If McCaw does not agree to acquire such remaining shares, the Issuer
will be offered for sale in its entirety in a manner intended to maximize
stockholder value. There is no assurance that McCaw will agree to acquire shares
of the Common Stock for their private market value. If McCaw does not offer to
acquire such shares, there is no assurance that the Issuer will be sold in its
entirety or, if sold, that the consideration obtained will be considered
favorable by holders of shares of Common Stock. The Television Guarantee also
provides for the election of three independent directors (the "Independent
Directors") who will serve on the Issuer's board of directors (the "Issuer
Board").
In addition, on December 28, 1994, the Issuer entered into a stockholders
agreement (the "Stockholders Agreement") with McCaw and CICC pursuant to which
CICC and McCaw will vote their shares of the Common Stock to cause the Issuer
Board to have 10 members, three of whom will be Independent Directors, six of
whom will be designated by McCaw and one of whom will be designated by CICC.
Also pursuant to the Stockholders Agreement, McCaw will use its best efforts to
cause the Compensation Committee (the "Compensation Committee") of the Issuer
Board to be comprised of, for the first two years after the date of the
Distribution, one of the Independent Directors, the director designated by CICC
and one of the directors designated by McCaw; thereafter, the members of the
Compensation Committee will be selected solely by the Issuer Board.
Pursuant to the Stockholders Agreement, Mr. Roy M. Huhndorf, who is the
President of CICI, was elected to the Issuer Board upon the closing of the
Acquisition.
Except as described above, and as more fully described in Item 6, the
Reporting Persons have no present plan or proposal which relates to or would
result in:
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(a) the acquisition by any person of additional securities, or the
disposition of securities;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets or of any of its
subsidiaries;
(d) any change in the present board of directors or management, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy;
(f) any other material change in the business or corporate structure;
(g) changes in the charter or bylaws or other actions which may impede the
acquisition of control by any person;
(h) any act or course of conduct causing the Common Stock to cease to be
authorized to be quoted on an inter-dealer quotation system of a registered
national securities association;
(i) any act or course of conduct causing the Common Stock to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) any action similar to any of those enumerated above.
The Reporting Persons reserve the right to formulate such plans or
proposals, and to take such action, with respect to any or all of the foregoing
matters and any other matters as they may determine.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) The aggregate number of shares of Common Stock beneficially owned by
the Reporting Persons (other than LIN) is 13,494,750 shares, representing 46.2%
of the Common Stock outstanding upon consummation of the Distribution and the
Acquisition. Also, upon consummation of the Distribution, LIN ceased to
beneficially own any Common Stock. In addition, in connection with the
Distribution, LTC, which was a reporting person in the original Schedule 13D
filed on December 23, 1994, was dissolved. Further, the persons named in
Schedules II, III and IV as beneficial owners of the Common Stock, to the
Reporting Persons' best knowledge, beneficially own the number of shares of
Common Stock listed opposite their names on such Schedules.
(b) MMM has sole power to vote or direct the vote, and sole power to
dispose or to direct the disposition of, the shares of Common Stock owned by it
of record and beneficially. The remaining Reporting Persons (other than LIN)
have indirect sole voting and dispositive power with respect to the Common
Stock. Except as otherwise indicated, the persons named in Schedules II, III and
IV as beneficial owners of the Common Stock, to the Reporting Persons' best
knowledge, have sole voting and dispositive power with respect to such shares.
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(c) Other than by virtue of the Distribution, none of the Reporting Persons
and, to the Reporting Persons' best knowledge, none of the persons named on
Schedule I, II, III or IV have purchased or effected any transactions in shares
of Common Stock during the past 60 days.
(d) The Reporting Persons do not know of any other person who has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities.
(e) On December 28, 1994, upon consummation of the Distribution, LIN
ceased to beneficially own any Common Stock. Accordingly, in subsequent
amendments to this Schedule 13D LIN will not be a reporting person. Also, in
connection with the Distribution, LTC, which was a reporting person in the
original Schedule 13D filed on December 23, 1994, was dissolved.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES.
The following descriptions are qualified in their entirety by reference to
the agreements attached as exhibits hereto and incorporated herein by reference.
TELEVISION GUARANTEE
Pursuant to the Television Guarantee, the independent directors of LIN's
board of directors have designated three members of the Issuer Board to serve as
Independent Directors, each of whom are Independent Directors as determined
under the New York Stock Exchange Rules. Under the Television Guarantee, future
Independent Directors to be elected at each annual meeting of the Issuer's
stockholders will be nominated by the then-current Independent Directors and
elected by the affirmative vote of the holders of at least a majority of the
Common Stock not owned by McCaw or its affiliates (the "Public Shares") present
and entitled to vote at any meeting at which the holders of a majority of the
Public Shares are present. Independent Directors are subject to removal only for
cause, if a majority of the Independent Directors approve such removal or if
such removal is approved by the affirmative vote of the holders of a majority of
the Public Shares without any solicitation of votes by McCaw.
On or about January 1, 1998 (the "Initiation Date"), the Independent
Directors will designate an investment banking firm of recognized national
standing and McCaw will designate an investment banking firm of recognized
national standing, in each case to determine the private market value per share
of the Common Stock. Private market value per share is the private market price
per share of the Common Stock ("Private Market Price") (including control
premium) that an unrelated third party would pay if it were to acquire all the
outstanding Common Stock (including Common Stock held by McCaw and its
affiliates) in an arm's-length transaction, assuming that the Issuer was being
sold in a manner designed to attract all possible participants and to maximize
stockholder value, including, if necessary, through the sale or other
disposition (including tax-free spin-offs, if possible) of businesses prohibited
by legal restrictions to be owned by a particular buyer or class of buyers.
Once the Private Market Price is determined pursuant to the procedures
provided for in the Television Guarantee, McCaw will have 45 days to decide
whether it desires to proceed with an acquisition of all the Public Shares (a
"Transaction") at that price. If McCaw decides to proceed with a Transaction,
it may pay the Private Market Price in cash or any combination of cash, common
equity securities and/or nonconvertible senior or subordinated "current cash
pay"
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debt securities that the Independent Directors, after consultation with their
investment banking firm, believe in good faith will have an aggregate market
value of not less than the Private Market Price. If McCaw determines to proceed
with a Transaction as set forth above, it will enter into an agreement with the
Issuer (containing customary terms and conditions) and will cause a meeting of
the stockholders to be held as soon as practicable to consider and vote thereon.
A Transaction may only be completed if it is approved by the holders of a
majority of the Public Shares.
If McCaw determines not to proceed with a Transaction, or if despite its
good-faith efforts a Transaction has not been completed within 12 months
following the Initiation Date (or, if a Transaction has been approved by holders
of a majority of the Public Shares and is being pursued in good faith by McCaw
but has not been completed due to regulatory delays or litigation, 20 months
following the Initiation Date), McCaw will put the Issuer in its entirety up for
sale under the direction of the Independent Directors in a manner intended by
the Independent Directors to maximize value for all the Common Stock. The sale
procedures will be set by the Independent Directors and may include, if
necessary to maximize stockholder value, provision for the sale or other
disposition of businesses prohibited by legal restrictions to be owned by any
particular buyer or class of buyers. The Independent Directors will select from
among the proposed transactions the one or more transactions determined by them
(including tax-free spin-offs, if possible) as being most likely to maximize
value for all the Common Stock and will cause a meeting of the stockholders to
be held as soon as practicable to consider and vote thereon. McCaw will not be
permitted to bid unless requested to do so by the Independent Directors. McCaw
is required to fully cooperate in the Television Guarantee process and, if one
or more of the transactions so selected by the Independent Directors are
approved by holders of a majority of the Public Shares, will cause all of the
Common Stock owned by it or its affiliates to be voted in favor thereof. Any
sale is subject to receipt of FCC and other necessary regulatory approvals.
If a Transaction is presented for approval at a meeting of the Company's
stockholders as contemplated above and fails to receive the requisite approval
by holders of a majority of the Public Shares, McCaw will have no further rights
or obligations to purchase the remaining interest in the Issuer, but the
remainder of the Television Guarantee will continue to apply to the extent
described therein.
Except as described above, neither McCaw nor any of its non-Issuer
affiliates may engage in any material transaction (including, without
limitation, agreements that are standard in the industry) with the Issuer or any
of its subsidiaries (other than proportionately as a stockholder) unless such
transaction has been approved by a majority of the Independent Directors.
Except as permitted by the Television Guarantee, neither McCaw nor any of its
non-Issuer affiliates may purchase additional shares of Common Stock if, after
such purchase, McCaw and such affiliates would beneficially own in the aggregate
more than 75% of the outstanding Common Stock. In addition, except as described
by the Television Guarantee, neither McCaw nor any of its non-Issuer affiliates
may engage in a merger or consolidation with the Issuer, or purchase all or
substantially all of the assets, unless the transaction is approved not only by
a majority of the Independent Directors but also by the holders of a majority of
the Public Shares. The Independent Directors expect to retain independent
financial advisors and counsel to advise them with respect to any such
transaction.
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No transaction will be undertaken, and the Issuer will not take any action,
whether or not approved by a majority of the Issuer Board, if the Independent
Directors determine in their good-faith judgment by unanimous vote that such
transaction or action would likely depress the value of the Issuer on the
Initiation Date. In addition, the Issuer will not acquire or dispose of any
business, whether or not approved by a majority of the Issuer Board, if the
Independent Directors determine in their good-faith judgment by unanimous vote
that such acquisition or disposition is not in the best interests of the Issuer.
Except pursuant to a sale as described above, neither McCaw nor any of its
non-Issuer affiliates may sell more than 25% of the outstanding Common Stock to
a third party or group unless that third party or group agrees in writing to be
bound by the provisions set forth in the Television Guarantee to the same extent
as McCaw is bound.
There is no assurance that McCaw will agree to purchase the Public Shares
at private market value. The Television Guarantee remains in effect as long as
McCaw and its non-Issuer affiliates beneficially own in the aggregate at least
25% of the outstanding shares of Common Stock or McCaw's designees constitute a
majority of the Issuer Board.
THE STOCKHOLDERS AGREEMENT
The Issuer, McCaw and CICC have entered into the Stockholders Agreement
pursuant to which the parties have agreed to take all necessary action to cause
the Issuer Board to consist of 10 members, six of whom will be designated by
McCaw, one of whom will be designated by CICC and three of whom will be the
Independent Directors nominated in accordance with the Television Guarantee as
described above. Also pursuant to the Stockholders Agreement, McCaw will use its
best efforts to cause the Compensation Committee to be comprised of, for the
first two years after the date of the Distribution, one of the Independent
Directors, the director designated by CICC and one of the directors designated
by McCaw. Thereafter, the members of the Compensation Committee will be selected
solely by the Issuer Board. The Stockholders Agreement provides that, if a
director designated by McCaw or CICC ceases to serve on the Issuer Board at a
time when the entire Issuer Board is not being elected, the party that
designated such director shall designate a replacement director as soon as
practicable, and, in the event of the resignation, withdrawal or removal of any
Independent Director, McCaw will as soon as practicable nominate another
individual, selected by a majority of the remaining Independent Directors and
otherwise in accordance with the terms of the Television Guarantee, to serve as
an Independent Director. The Stockholders Agreement also provides that a party
that designated or nominated a director, subject, in the case of an Independent
Director, to the terms of the Television Guarantee, may have such director
removed from the Issuer Board by notifying the other parties, who shall cast all
the votes they are entitled to vote and otherwise cooperate to remove such
director from the Issuer Board as soon as practicable. McCaw's right to
designate six directors will cease at any time that its beneficial ownership of
the outstanding Common Stock is less than 25%. Likewise, CICC's right to
designate one director will cease upon its becoming the beneficial holder of
less than 3.5% of the outstanding Common Stock.
The Stockholders Agreement is terminable upon the earliest to occur of:
(a) the tenth anniversary of its execution, provided that at any time within two
years before such date (as the
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same may be extended from time to time), the parties may by written agreement
extend its duration for an additional period not to exceed 10 years; (b) with
respect to CICC only, written notice to the other parties, provided that CICC
and its affiliates and group members beneficially own in the aggregate less than
1% of the outstanding shares of Common Stock; and (c) with respect to McCaw
only, written notice to the other parties, provided that McCaw and its
affiliates and group members beneficially own in the aggregate less than 5% of
the outstanding shares of the Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
*99.(1) Stockholders Agreement dated as of December 28, 1994 among LIN
Television Corporation, McCaw Cellular Communications, Inc. and Cook Inlet
Communications Corp.
*99.(2) Television Private Market Value Guarantee dated as of December 28,
1994 between McCaw Cellular Communications, Inc. and LIN Television Corporation.
99.(3) Asset Purchase Agreement dated June 7, 1994 among LIN Broadcasting
Corporation, LIN Television Corporation, Cook Inlet Communications Corp. and
Cook Inlet Communications, Inc. (incorporated by reference to Exhibit 2.2 to the
LIN Television Registration Statement on Form S-1, File No. 33-84718).
99.(4) First Amendment to Asset Purchase Agreement dated September 26, 1994
among LIN Broadcasting Corporation, LIN Television Corporation, Cook Inlet
Communications Corp. and Cook Inlet Communications, Inc. (incorporated by
reference to Exhibit 2.3 to the LIN Television Registration Statement on Form
S-1, File No. 33-84718).
99.(5) Second Amendment to Asset Purchase Agreement dated December 6, 1994
among LIN Broadcasting Corporation, LIN Television Corporation, Barclays Bank,
PLC, Nationsbank of Texas, N.A., The Bank of Nova Scotia, Cook Inlet
Communications Corp. and Cook Inlet Communications, Inc. (incorporated by
reference to Exhibit 2.5 to the LIN Television Registration Statement on Form
S-1 (Amendment No. 2), File No. 33-84718).
*99.(6) Statement of Reporting Persons pursuant to Rule 13d-1(f)(1) (see
signature page).
- ----------
*Filed with this Amendment No. 1 to Schedule 13D.
-13-
<PAGE>
SIGNATURE
The undersigned hereby agree that this Amendment No. 1 to Schedule 13D is
filed on behalf of each of them and, after reasonable inquiry and to best of
their knowledge and belief, hereby certify that the information set forth in
this statement is true, complete and correct.
Dated: December 30, 1994
AT&T CORP.
By /s/ Marilyn J. Wasser
----------------------------------------
Name: Marilyn J. Wasser
Title: Vice President-Law and Secretary
McCAW CELLULAR COMMUNICATIONS, INC.
By /s/ Steven W. Hooper
----------------------------------------
Name: Steven W. Hooper
Title: Executive Vice President and
Chief Financial Officer
MMM HOLDINGS, INC.
By /s/ Steven W. Hooper
----------------------------------------
Name: Steven W. Hooper
Title: Executive Vice President and
Chief Financial Officer
LIN BROADCASTING CORPORATION
By /s/ Donald Guthrie
----------------------------------------
Name: Donald Guthrie
Title: Senior Vice President-Finance
-14-
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF AT&T
Unless otherwise stated, each of the persons named below is a citizen of the
United States of America. For each person whose principal employment is with
AT&T, the principal business of his or her employer is described under Item 2
above.
<TABLE>
<CAPTION>
Principal Occupation or
Principal Occupation or Employment; Business
Employment; Business Address; and Principal
Name Position Address if Employer is AT&T Business of Employer
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Robert E. Allen Chairman, Chief Executive AT&T Corp.
Officer, and Director 32 Avenue of the Americas
New York, NY 10013-2412
R.S. Bodman Senior Vice President-- AT&T Corp.
Corporate Strategy and 295 North Maple Avenue
Development Basking Ridge, NJ 07920
Harold W. Burlingame Senior Vice President-- AT&T Corp.
Human Resources 295 North Maple Avenue
Basking Ridge, NJ 07920
M. Kathryn Eickoff Director President
Eickoff Economics Inc.
(Economic Consultants)
510 LaGuardia Place,
Suite 400
New York, NY 10012
Walter Y. Elisha Director Chairman and Chief
Executive Officer
Springs Industries, Inc.
(Textiles Manufacturing)
205 North White Street
P.O. Box 70
Fort Mill, SC 29715
Philip M. Hawley Director Retired Chairman and
Chief Executive Officer
Carter Hawley Hale
Stores, Inc.
(Department Stores)
444 South Flower Street
Suite 2280
Los Angeles, CA 90071-2900
</TABLE>
-15-
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation or
Principal Occupation or Employment; Business
Employment; Business Address; and Principal
Name Position Address if Employer is AT&T Business of Employer
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Carla A. Hills Director Chairman and Chief
Executive Officer
Hills & Company
(International
Consultants)
1200 19th Street, N.W.
5th Floor
Washington, DC 20036
Belton K. Johnson Director Former Owner
Chaparrosa Ranch
100 West Houston Street
Suite 1100
San Antonio, TX 78205
Marilyn Laurie Senior Vice President-- AT&T Corp.
Public Relations and 295 North Maple Avenue
Employee Information Basking Ridge, NJ 07920
Drew Lewis Director Chairman and Chief
Executive Officer
Union Pacific Corp.
(Transportation Natural
Resources, and Environ-
mental Services)
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
A.J. Mandl Executive Vice President, AT&T Corp.
Chief Executive Officer of 295 North Maple Avenue
Communications Services Basking Ridge, NJ 07920
Group
W.B. Marx, Jr. Executive Vice President, AT&T Corp.
Chief Executive Officer of 295 North Maple Avenue
Multimedia Products Group Basking Ridge, NJ 07920
J.S. Mayo President, Bell AT&T Corp.
Laboratories Division 600 Mountain Avenue
Murray Hill, NJ 07974
R.A. McGinn Executive Vice President, AT&T Corp.
Chief Executive Officer 475 South Street
Network Systems Group Morristown, NJ 07962
</TABLE>
-16-
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation or
Principal Occupation or Employment; Business
Employment; Business Address; and Principal
Name Position Address if Employer is AT&T Business of Employer
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Donald F. McHenry Director President
IRC Group, Inc. (Consultants)
Georgetown University
School of Foreign Service
ICC 301
Washington, DC 20057
R.W. Miller Executive Vice President, AT&T Corp.
Chief Financial Officer 295 North Maple Avenue
Basking Ridge, NJ 07920
V.A. Pelson Executive Vice President AT&T Corp.
and Chairman Global Opera- 295 North Maple Avenue
tions Team and Director Basking Ridge, NJ 07920
S.L. Pendergast Vice President and AT&T Corp.
Treasurer 1 Oak Way
Berkeley Heights, NJ 07922
Donald S. Perkins Director Retired Chairman of the Board
Jewel Companies, Inc.
(Diversified Retailer)
100 North Riverside Plaza
Suite 1700
Chicago, IL 60606
Henry S. Schacht Director Chairman and Former Chief
Executive Officer
Cummins Engine Company, Inc.
Box Number 3005
Columbus, IN 47202
Michael I. Sovern Director President Emeritus and
Chancellor--Kent Professor of Law
Columbia University
435 W. 116th Street, Box B20
New York, NY 10027
J.L. Stead Executive Vice President, AT&T Corp.
Chairman and Chief 1700 S. Patterson Boulevard
Executive Officer-Global Dayton, OH 45479
Information Solutions
Maureen B. Tart Vice President and AT&T Corp.
Controller 340 Mt. Kemble Avenue
Morristown, NJ 07962
</TABLE>
-17-
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation or
Principal Occupation or Employment; Business
Employment; Business Address; and Principal
Name Position Address if Employer is AT&T Business of Employer
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Franklin A. Thomas Director President
The Ford Foundation
320 East 43rd Street
New York, NY 10017
Marilyn J. Wasser Vice President--Law AT&T Corp.
and Secretary 131 Morristown Rd.
Basking Ridge, NJ 07920
Joseph D. Williams Director Chairman of the Executive
Committee
Warner-Lambert Co.
(Pharmaceuticals, Health
Care and Consumer Products)
182 Tabor Road
Morris Plains, NJ 07950
Thomas H. Wyman Director Chairman
S.G. Warburg & Co. Inc.
The Equitable Center
787 7th Avenue
New York, NY 10019
John D. Zeglis Senior Vice President-- AT&T Corp.
General Counsel and 295 North Maple Avenue
Government Affairs Basking Ridge, NJ 07920
</TABLE>
-18-
<PAGE>
SCHEDULE II
EXECUTIVE OFFICERS AND DIRECTORS OF MCCAW
Unless otherwise specified, each of the persons named below is a citizen of
the United States of America. For each person whose principal employment is
with McCaw, the principal business of his employer is described under Item 2
above. The persons named below as beneficial owners of the Common Stock, to the
best of McCaw's knowledge, beneficially own the shares of Common Stock listed
opposite their names and, except as otherwise indicated, have sole voting and
dispositive power with respect to such shares.
<TABLE>
<CAPTION>
Principal Occupation or Shares of
Principal Occupation or Employment; Business Common Stock
Employment; Business Address; and Principal Beneficially
Name Position Address if Employer is McCaw Business of Employer Owned
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Harold W. Burlingame Chairman of the Board Senior Vice President--
Human Resources
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
Wayne M. Perry Vice Chairman of the McCaw Cellular 22,500(1)
Board and Secretary Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
Alex J. Mandl Director Executive Vice President,
Chief Executive Officer
of Communications
Services Group
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
Richard W. Miller Director Executive Vice President
and Chief Financial
Officer
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
James L. Barksdale President, Chief Operating McCaw Cellular
Officer and Director Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
Tom A. Alberg Executive Vice President-- McCaw Cellular 15,685(2)
Legal and Corporate Communications, Inc.
Affairs 5400 Carillon Point
Kirkland, WA 98033
Peter L.S. Currie Executive Vice McCaw Cellular
President--Development Communications, Inc.
McCaw 5400 Carillon Point
Kirkland, WA 98033
</TABLE>
(1) Includes options currently exercisable to purchase 15,000 shares of the
Common Stock and options to purchase an additional 7,500 shares of the
Common Stock that are exercisable within 60 days.
(2) Includes options currently exercisable to purchase 1,250 shares of the
Common Stock and options to purchase an additional 5,000, 6,250 and 2,500
shares of the Common Stock that are exercisable within 60 days.
-19-
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation or Shares of
Principal Occupation or Employment; Business Common Stock
Employment; Business Address; and Principal Beneficially
Name Position Address if Employer is McCaw Business of Employer Owned
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Steven W. Hooper Executive Vice President McCaw Cellular
and Chief Financial Communications, Inc.
Officer 5400 Carillon Point
Kirkland, WA 98033
Nicolas Kauser Executive Vice President-- McCaw Cellular
Chief Technology Officer Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
</TABLE>
-20-
<PAGE>
SCHEDULE III
EXECUTIVE OFFICERS AND DIRECTORS OF MMM
Unless otherwise specified, each of the persons named below is a citizen of
the United States of America. For each person whose principal employment is
with MMM, the principal business of his employer is described under Item 2
above. The persons named below as beneficial owners of the Common Stock, to the
best of MMM's knowledge, beneficially own the shares of Common Stock listed
opposite their names and, except as otherwise indicated, have sole voting and
dispositive power with respect to such shares.
<TABLE>
<CAPTION>
Principal Occupation or Shares of
Principal Occupation or Employment; Business Common Stock
Employment; Business Address; and Principal Beneficially
Name Position Address if Employer is MMM Business of Employer Owned
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James L. Barksdale Chairman of the President, Chief Operating
Board and Chief Officer and Director
Executive Officer McCaw Cellular
Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
Tom A. Alberg Executive Vice President, Chief Operating 15,685(1)
President--Legal and Officer and Director
Corporate Affairs and LIN Broadcasting Corporation
Secretary 5295 Carillon Point
Kirkland, WA 98033
Steven W. Hooper Executive Vice Executive Vice President and
President and Chief Chief Financial Officer
Financial Officer McCaw Cellular
Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
Wayne M. Perry President and Director Vice Chairman of the Board 22,500(2)
McCaw Cellular
Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
</TABLE>
(1) Includes options currently exercisable to purchase 1,250 shares of the
Common Stock and options to purchase an additional 5,000, 6,250 and 2,500
shares of the Common Stock that are exercisable within 60 days.
(2) Includes options currently exercisable to purchase 15,000 shares of the
Common Stock and options to purchase an additional 7,500 shares of the
Common Stock that are exercisable within 60 days.
-21-
<PAGE>
SCHEDULE IV
EXECUTIVE OFFICERS AND DIRECTORS OF LIN
Unless otherwise specified, each of the persons named below is a citizen of
the United States of America. For each person whose principal employment is
with LIN, the principal business of his or her employer is described under Item
2 above. The persons named below as beneficial owners of the Common Stock, to
the best of LIN's knowledge, beneficially own the shares of Common Stock listed
opposite their names and, except as otherwise indicated, have sole voting and
dispositive power with respect to such shares.
<TABLE>
<CAPTION>
Principal Occupation or Shares of
Principal Occupation or Employment; Business Common Stock
Employment; Business Address; and Principal Beneficially
Name Position Address if Employer is LIN Business of Employer Owned
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James L. Barksdale Chairman of the President, Chief Executive
Board and Chief Officer and Director
Executive Officer McCaw Cellular
Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
Wayne M. Perry Vice Chairman of Vice Chairman of the Board 22,500(1)
the Board and Secretary
McCaw Cellular
Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
Tom A. Alberg President, Chief LIN Broadcasting Corporation 15,685(2)
Operating Officer and 5295 Carillon Point
Director Kirkland, WA 98033
Dennis J. Carey Director Vice President
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
Lewis M. Chakrin Director Vice President
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
Harold S. Eastman Director President
Peregrin Capital Co.
(Private Investment Company)
101 S. Capitol Blvd., #1502
Boise, ID 83702
W. Preston Granbery Director General Attorney
AT&T Corp.
Corporate Law Division
131 Morristown Road
Basking Ridge, NJ 07920
</TABLE>
(1) Includes options currently exercisable to purchase 15,000 shares of the
Common Stock and options to purchase an additional 7,500 shares of the
Common Stock that are exercisable within 60 days.
(2) Includes options currently exercisable to purchase 1,250 shares of the
Common Stock and options to purchase an additional 5,000, 6,250 and 2,500
shares of the Common Stock that are exercisable within 60 days.
-22-
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation or Shares of
Principal Occupation or Employment; Business Common Stock
Employment; Business Address; and Principal Beneficially
Name Position Address if Employer is LIN Business of Employer Owned
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
William G. Herbster Director Financial Consultant 11,740(1)
2788 Calvert Street
Washington, DC 20008
Rolla Huff Director Financial Vice President
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
Wilma H. Jordan Director Co-Chairman 10,289(2)
The Jordan-Edmiston Group, Inc.
(Investment Banking and
Management Consulting Firm
for Publishing Companies)
885 Third Avenue, 25th Floor
New York, NY 10122
Richard W. Kislik Director Publishing Consultant 14,205(3)
M. Evans & Co. Book Publisher
216 East 49th Street, 2nd Fl.
New York, NY 18817
Donald Guthrie Senior Vice LIN Broadcasting Corporation 13,257(4)
President-Finance 5295 Carillon Point
Kirkland, WA 98033
</TABLE>
(1) Includes options to purchase 10,000 shares of Common Stock that are
exercisable on December 30, 1994 or that will be exercisable within 60 days
thereof. Also includes 1,750 shares of the Common Stock beneficially owned
by Mr. Herbster's wife. Mr. Herbster disclaims beneficial ownership of the
shares held by his wife.
(2) Includes options to purchase 10,000 shares of the Common Stock that are
exercisable on December 30, 1994 or that will be exercisable within 60 days
thereof.
(3) Includes options to purchase 10,000 shares of the Common Stock that are
exercisable on December 30, 1994 or that will be exercisable within 60 days
thereof.
(4) Includes options to purchase 1,875 and 3,750 shares of the Common Stock
that vested on December 31, 1993 and options to purchase 1,875, 3,750 and
1,750 that will vest within 60 days.
-23-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<C> <S>
*99.(1) Stockholders Agreement dated as of December 28, 1994 among LIN
Television Corporation, McCaw Cellular Communications, Inc. and
Cook Inlet Communications Corp.
*99.(2) Television Private Market Value Guarantee dated as of December 28,
1994 between McCaw Cellular Communications, Inc. and LIN
Television Corporation.
99.(3) Asset Purchase Agreement dated June 7, 1994 among LIN Broadcasting
Corporation, LIN Television Corporation, Cook Inlet Communications
Corp. and Cook Inlet Communications, Inc. (incorporated by
reference to Exhibit 2.2 to the LIN Television Registration
Statement on Form S-1, File Number 33-84718).
99.(4) First Amendment to Asset Purchase Agreement dated September 26,
1994 among LIN Broadcasting Corporation, LIN Television
Corporation, Cook Inlet Communications Corp. and Cook Inlet
Communications, Inc. (incorporated by reference to Exhibit 2.3 to
the LIN Television Registration Statement on Form S-1, File No.
33-84718).
99.(5) Second Amendment to Asset Purchase Agreement dated December 6,
1994 among LIN Broadcasting Corporation, LIN Television
Corporation, Barclays Bank, PLC, Nationsbank of Texas, N.A., The
Bank of Nova Scotia, Cook Inlet Communications Corp. and Cook
Inlet Communications, Inc. (incorporated by reference to Exhibit
2.5 to the LIN Television Registration Statement on Form S-1
(Amendment No. 2), File No. 33-84718).
*99.(6) Statement of Reporting Persons pursuant to Rule 13d-1(f)(1) (see
signature page).
</TABLE>
- ----------
* Filed with this Amendment No. 1 to Schedule 13D
-24-
<PAGE>
EXHIBIT 99.(1)
LIN TELEVISION CORPORATION
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made as of the 28th day
of December, 1994, by and among LIN TELEVISION CORPORATION, a Delaware
corporation (the "Company"), McCAW CELLULAR COMMUNICATIONS, INC., a Delaware
corporation ("McCaw"), and COOK INLET COMMUNICATIONS CORP., a Delaware
corporation ("Cook Inlet") (McCaw and Cook Inlet being referred to collectively
as, the "Stockholders").
RECITALS
A. McCaw, through its wholly owned subsidiary, owns 13,494,750 shares of
common stock, par value $.01 per share (the "Common Stock"), of the Company.
B. Cook Inlet is acquiring 3,357,950 shares of the Common Stock as partial
consideration for the sale of substantially all of its assets to the Company
pursuant to an Asset Purchase Agreement dated June 7, 1994, as amended (the
"Asset Purchase Agreement").
C. It is a condition to the Asset Purchase Agreement that the parties
enter into this Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and the agreements set
forth below, the parties hereby agree as follows:
1. GENERAL
1.1 VOTING OF SHARES
The Stockholders shall vote or cause to be voted all shares of Common Stock
or other voting securities of the Company beneficially owned by them or as to
which they have voting power (the "Stock"), and shall timely take any other
necessary actions to accomplish and effectuate the provisions of this Agreement.
1.2 LEGEND ON CERTIFICATES
Each certificate evidencing any of the Stock shall bear a legend
substantially as follows:
"The securities represented by this certificate are subject to the
terms and conditions of a certain Stockholders Agreement dated as of
December 28, 1994, as at any time amended, and may not be transferred
except in accordance with
<PAGE>
the terms and provisions of said Agreement, a copy of which is on
file at the principal executive office of the Company and will be
furnished to the holder of this certificate upon request and without
charge."
2. ELECTION OF DIRECTORS
2.1 COMPOSITION OF THE BOARD OF DIRECTORS
The Stockholders shall take all necessary action to cause the Company's
Board of Directors to consist of ten (10) members. In connection with each
election of directors of the Company, the Stockholders will take all necessary
action to cause members of the Company's Board of Directors (except in the case
of replacement directors, which is governed by Section 2.2) to be nominated, in
accordance with the Company's procedure for nomination of directors as provided
in its By-Laws and to the extent permissible in accordance with applicable legal
requirements, as follows:
(a) McCaw Nominees. McCaw shall have the right to designate six (6)
--------------
qualified nominees, each of whom shall be a United States citizen; provided,
however, that if at any time McCaw is the beneficial owner of less than twenty-
five percent (25%) of the outstanding Common Stock, McCaw's right under this
Agreement to nominate six nominees shall thereupon cease.
(b) Cook Inlet Nominees. Cook Inlet shall have the right to designate
-------------------
one (1) qualified nominee, who shall be a United States citizen; provided,
---------
however, that if at any time Cook Inlet is the beneficial holder of less than
- --------
three and one-half percent (3 1/2%) of the outstanding Common Stock, Cook
Inlet's right under this Agreement to nominate one director shall thereupon
cease.
(c) Independent Directors. If required by the Television Private
---------------------
Market Value Guarantee dated December 28, 1994 between the Company and McCaw
(the "TV PMVG"), McCaw shall designate, in addition to the nominees designated
pursuant to paragraph (a) above, the three (3) nominees selected to serve as the
independent directors under Section 1 of the TV PMVG (the "Independent
Directors").
The Stockholders shall cause the persons so designated above to be
nominated for election to the Company's Board of Directors at the time and in
the manner proper for such nomination, whereupon the Stockholders shall cast all
the votes they are entitled to cast in such election (whether at an annual or
special meeting of stockholders or by written consent in lieu of a meeting or
otherwise and whether they are entitled to cast such votes as a result of
ownership or other control of Stock or by proxy or otherwise) for the election
of such nominees to the Company's Board of Directors.
-2-
<PAGE>
2.2 REPLACEMENT OF DIRECTORS
In the event one or more directors shall cease to serve on the Company's
Board of Directors at a time when the entire Board of Directors is not being
elected, the party that so designated such person, subject to the next
succeeding sentence, shall be entitled to and shall designate a replacement
director as soon as practicable. In the event of the resignation, withdrawal or
removal of any Independent Director, McCaw will as soon as practicable designate
in accordance with the terms of the TV PMVG another nominee to serve as
Independent Director. The Stockholders shall thereafter cooperate to effectuate
the election to the Board of Directors each replacement director designated as
provided in this Section 2.2 as soon as practicable and shall cast all the votes
they are entitled to vote (whether at an annual or special meeting of
stockholders or by written consent in lieu of a meeting or otherwise and whether
they are entitled to cast such votes as a result of ownership or other control
of Stock or by proxy or otherwise) for election of such replacement director to
the Company's Board of Directors.
2.3 REMOVAL OF DIRECTORS
In the event that any Stockholder that has nominated a director proposes
that such director be removed from the Company's Board of Directors subject, in
the case of the Independent Directors, to the terms of the TV PMVG, upon the
giving of notice thereof to the other Stockholders, the Stockholders will cast
all the votes they are entitled to vote (whether at an annual or special meeting
of stockholders or by written consent in lieu of a meeting or otherwise and
whether they are entitled to cast such votes as a result of ownership or other
control of Stock or by proxy or otherwise) and will otherwise cooperate to
remove from the Company's Board of Directors such director as soon as
practicable.
2.4 COMPOSITION OF THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS
McCaw shall use its best efforts to cause the Compensation Committee
of the Company's Board of Directors to be comprised of, for the period ending 24
months from the date of execution of this Agreement, one Independent Director,
the Cook Inlet director designated pursuant to Section 2.1(b) and one director
designated by McCaw. Thereafter, the Compensation Committee of the Company's
Board of Directors shall consist of such directors as are selected by the
Company's Board of Directors.
-3-
<PAGE>
3. REMEDIES
3.1 SPECIFIC PERFORMANCE
The parties acknowledge that money damages are not an adequate remedy for
violations of this Agreement and that any party may, in its sole discretion,
apply to a court of competent jurisdiction for specific performance or
injunctive or such other relief as such court may deem just and proper in order
to enforce this Agreement or prevent any violation hereof and, to the extent
permitted by applicable law, each party waives any objection to the imposition
of such relief.
3.2 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 or beginning of 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.
4. SUCCESSORS AND ASSIGNS
The provisions of this Agreement shall inure to the benefit of, and shall
be binding upon, any successors to the parties hereto but shall not otherwise be
transferable. No Stockholder may assign or transfer any Common Stock, or any
right to vote or direct the vote of any Common Stock, to any assignee or
transferee that is an affiliate of such Stockholder or a "group" of which such
Stockholder or any affiliate is a part (as such term is used in Rule 13d-5 under
the Securities Exchange Act of 1934, as amended) unless such assignee or
transferee shall agree in writing, as a condition to such transfer or
assignment, to be bound as a Stockholder under this Agreement.
5. THIRD-PARTY BENEFICIARIES
This Agreement is not intended to be for the benefit of and shall not be
enforceable by any person or entity that is not a party hereto, including,
without limitation, any stockholders of the Company not parties hereto.
6. TERMINATION OF AGREEMENT
This Agreement shall terminate and be of no further force or effect upon
the earliest to occur of:
(a) The tenth (10th) anniversary of the date hereof (the "Termination
Date"); provided, however, that at any time within two (2) years prior to the
Termination Date (as the same may be extended from time to time pursuant to this
paragraph), any or all of the parties hereto may by written agreement extend
-4-
<PAGE>
the duration of this Agreement for an additional period not to exceed ten (10)
years;
(b) With respect to Cook Inlet only, written notice by Cook Inlet to
the other parties hereto, provided that Cook Inlet and its affiliates and group
(as described above) members beneficially own in the aggregate less than one
percent (1%) of the outstanding shares of Common Stock; and
(c) With respect to McCaw only, written notice by McCaw to the other
parties hereto, provided that McCaw and its affiliates and group (as described
above) members beneficially own in the aggregate less than five percent (5%) of
the outstanding shares of Common Stock.
7. MISCELLANEOUS
7.1 NO CONFLICTS
The parties hereto represent that they are not parties to and do not know
of any other agreements that conflict with any of the provisions of this
Agreement.
7.2 FURTHER ASSURANCES
Each party shall execute and deliver such additional instruments and other
documents and shall take such further actions as may be necessary or appropriate
to effect, carry out and comply with all their obligations under this Agreement.
7.3 COUNTERPARTS
This Agreement may be executed in more than one counterpart, each of which
shall constitute an original of this Agreement, but all of which, when taken
together, shall constitute one and the same instrument.
7.4 AMENDMENT
Except as otherwise provided herein, no amendment, waiver, interpretation,
alteration or modification of any provision of this Agreement shall be binding
unless in writing and signed by authorized representatives of all the parties
hereto.
7.5 APPLICABLE LAW
This Agreement shall for all purposes be governed by and construed in
accordance with the laws of Washington, without regard to the choice of law
provisions thereof.
7.6 NOTICES
Notices given hereunder shall be in writing and shall be deemed to have
been duly given (a) on the date of personal
-5-
<PAGE>
delivery, (b) on the date of facsimile transmission if such transmission is sent
before or during the addressee's business hours on a day that is not a Saturday,
Sunday or statutory holiday in the location of the addressee (a "Business Day"),
(c) on the Business Day following facsimile transmission if such transmission is
sent after the addressee's business hours or on a day that is not a Business
Day, or (d) five (5) days after being mailed by registered or certified mail,
return receipt requested, in each case to the party being notified at the
address specified below or at such other address of which the addressee may
subsequently notify the other parties in writing. Until otherwise notified,
notices shall be directed as follows:
If to the Company:
LIN Television Corporation
5295 Carillon Point
Kirkland, WA 98033
Attn: General Counsel
If to McCaw:
McCaw Cellular Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
Attn: General Counsel
If to Cook Inlet: With a copy to:
Cook Inlet Communications Corp. Munger, Tolles & Olson
1800 Avenue of the Stars 355 South Grand Avenue
Suite 450 35th Floor
Los Angeles, CA 90067 Los Angeles, CA 90071
Attn: General Counsel Attn: John B. Frank
7.7 WAIVERS
Any failure of any party to insist upon or enforce strict performance of
any of the provisions of this Agreement or to exercise any rights or remedies
under this Agreement shall not be interpreted or construed as a waiver or
relinquishment to any extent of such party's right to assert or rely upon any
such provision, right or remedy in that or any other instance.
7.8 HEADINGS
The headings of the sections of this Agreement are for convenience only and
shall not by themselves determine the interpretation of this Agreement.
7.9 SEVERABILITY
If any of the provisions or any portion of the provisions of this Agreement
shall be invalid or unenforceable, such invalidity
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or unenforceability shall not invalidate or render unenforceable the entire
Agreement, but rather the entire Agreement shall be construed as if not
containing the particular invalid or unenforceable provisions or portion thereof
and the rights and obligations of the parties hereto shall be construed and
enforced accordingly.
7.10 ENTIRE AGREEMENT
This Agreement contains the entire agreement and understanding among the
parties with respect to the subject matter hereof and supersedes all prior
understandings and representations.
IN WITNESS WHEREOF, this Agreement has been executed as of the date and
year first above written.
LIN TELEVISION CORPORATION
By: /s/ Peter E. Maloney
--------------------------
Title: Vice President
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MCCAW CELLULAR COMMUNICATIONS, INC.
By: /s/ Peter L.S. Currie
--------------------------
Title: Executive Vice President
--------------------------
COOK INLET COMMUNICATIONS CORP.
By: /s/ Mark D. Adolph
--------------------------
Title: Vice President
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EXHIBIT 99.(2)
TELEVISION PRIVATE MARKET VALUE GUARANTEE
TELEVISION PRIVATE MARKET VALUE GUARANTEE, dated December 28, 1994 (this
"Guarantee"), between McCaw Cellular Communications, Inc., a Delaware
corporation ("McCaw"), and LIN Television Corporation, a Delaware corporation
(the "Company").
WHEREAS, McCaw and LIN Broadcasting Corporation, a Delaware corporation
("LIN Broadcasting"), entered into a Private Market Value Guarantee, dated
December 11, 1989 (the "LIN Broadcasting PMVG"), for the benefit of LIN
Broadcasting's stockholders (other than McCaw and its affiliates);
WHEREAS, LIN Broadcasting owns 100% of the common stock, par value $.01 per
share, of the Company (the "Shares");
WHEREAS, concurrently with the execution of this Guarantee, LIN
Broadcasting is distributing to its stockholders one Share for each two shares
of LIN Broadcasting Common Stock, par value $.01 per share (the "Distribution");
and
WHEREAS, in connection with the Distribution, McCaw has agreed to enter
into this Guarantee for the benefit of the Company's stockholders (other than
McCaw and its affiliates).
NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth herein, the parties hereto agree as follows:
1. INDEPENDENT DIRECTORS
Three members of the Company's board of directors (the "Independent
Directors") will be designated by the independent directors of LIN Broadcasting
under Section 1 of the LIN Broadcasting PMVG; provided, however, that such
independent directors shall designate as the Independent Directors persons who
would be independent directors as determined under the New York Stock Exchange
Rules (i.e., independent of management of McCaw and its affiliates and free of
----
any relationship that, in the opinion of the Company's board of directors, would
interfere with the exercise of independent judgment). Independent Directors
will be subject to removal only (A) for cause, (B) if a majority of the
Independent Directors approve such removal or (C) if such removal is approved by
a Majority Vote of the Public Stockholders without any solicitation of
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votes by McCaw, its affiliates or Group Members (as defined below).
Vacancies among the Independent Directors occurring prior to the expiration
of their respective terms of office will be filled in accordance with the vote
of a majority of the remaining Independent Directors (or, if there are none, a
majority of the directors then in office) or a Majority Vote of the Public
Stockholders. Independent Directors to be elected at each annual meeting will
be nominated by the then-current Independent Directors and elected in accordance
with a Majority Vote of the Public Stockholders. McCaw will not, directly or
indirectly, solicit votes or otherwise take any action to oppose the election of
any nominee for Independent Director or support any attempt to remove any
Independent Director and in each election of directors will vote its Shares and
the Shares of its subsidiaries for the Independent Director nominees receiving
the Majority Vote of the Public Stockholders.
As used herein, "Majority Vote of the Public Stockholders" means (i) the
affirmative vote of the holders of at least a majority of the Public Shares
present and entitled to vote at any meeting at which the holders of a majority
of such Shares are present or (ii) the action by written consent (in accordance
with applicable provisions of Delaware law and the Company's certificate of
incorporation and by-laws) of the holders of a majority of the Public Shares.
"Public Shares," as used herein, means Shares not owned by McCaw or any of its
affiliates or any member of a "group," as such term is used for purposes of
Schedule l3D under the Securities Exchange Act of 1934, as amended, of which
McCaw or its affiliates are members with respect to securities of the Company
(collectively, "Group Members").
The Company will treat the Independent Directors in a manner comparable to
the treatment of outside directors of comparable public companies, including by
providing indemnification, compensation and expense reimbursement arrangements
at least as favorable as the indemnification, compensation and expense
reimbursement arrangements provided to outside directors of LIN Broadcasting on
December 28, 1994, and provide notice of board meetings and agendas therefor and
generally maintain the frequency thereof consistent with past practice of LIN
Broadcasting.
2. SALE OF THE COMPANY
(A) Appraisers. On or about January 1, 1998 (the "Initiation Date"), the
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Independent Directors will designate an investment banking firm of recognized
national standing
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(the "Independent Directors' Appraiser") and McCaw will designate an investment
banking firm of recognized national standing ("McCaw's Appraiser"), in each case
to determine the private market value per Share.
(B) Definition of Private Market Value. McCaw acknowledges that the
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consideration that would constitute private market value per Share is the
private market price per Share (including control premium) that an unrelated
third party would pay if it were to acquire all outstanding Shares (including
the Shares held by McCaw and its affiliates) in an arm's-length transaction,
assuming that the Company was being sold in a manner designed to attract all
possible participants and to maximize stockholder value, including, if
necessary, through the sale or other disposition (including tax-free spin-offs,
if possible) of businesses prohibited by legal restrictions to be owned by any
particular buyer or class of buyers. Each of the investment banking firms
referred to in this Section 2 will be instructed to determine private market
value per Share in this manner.
(C) Determination of Private Market Price. Within 30 days after the
-------------------------------------
Initiation Date, the Independent Directors' Appraiser and McCaw's Appraiser will
each determine its initial view as to the private market value per Share and
consult with one another with respect thereto. By the 45th day after the
Initiation Date, the Independent Directors' Appraiser and McCaw's Appraiser will
each have determined its final view as to the private market value per Share.
At that point, if the Higher Appraised Amount (as defined below) is not more
than 110% of the Lower Appraised Amount (as defined below), the private market
price per Share (the "Private Market Price") will be the average of those two
views. Otherwise, the Independent Directors' Appraiser and McCaw's Appraiser
will agree upon and jointly designate a third investment banking firm of
recognized national standing (the "Mutually Designated Appraiser") to determine
such private market value. The Mutually Designated Appraiser will, no later
than the 65th day after the Initiation Date, determine such private market value
(the "Mutually Appraised Amount"), and the Private Market Price will be (x) the
Mutually Appraised Amount, if such amount falls within the range of values that
is greater than one-third and less than two-thirds of the way between the Lower
Appraised Amount and the Higher Appraised Amount, and (y) the average of the
Mutually Appraised Amount and the other Appraised Amount (Lower or Higher) that
is closest to the Mutually Appraised Amount, if the Mutually Appraised Amount
does not fall within that range; provided, however, that the Private Market
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Price may not be less than the Lower Appraised Amount nor more than the Higher
Appraised Amount.
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As used herein, "Lower Appraised Amount" means the lower of the respective
final views of the Independent Directors' Appraiser and McCaw's Appraiser as to
private market value per Share and "Higher Appraised Amount" means the higher of
such respective final views.
(D) Acquisition Proposal. Once the Private Market Price is determined as
--------------------
provided above, McCaw will have 45 days to decide whether it desires to proceed
with an acquisition of all of the Public Shares (an "Acquisition") at that
price. If McCaw decides to proceed with an Acquisition, it may pay the Private
Market Price in cash or any combination of cash, common equity securities and/or
non convertible senior or subordinated "current cash pay" debt securities that
the Independent Directors, after consultation with their investment banking
firm, believe in good faith will have an aggregate market value, on a fully
distributed basis, of not less than the Private Market Price.
(E) Meeting of Stockholders. If McCaw determines to proceed with an
-----------------------
Acquisition as set forth above, it will enter into an agreement with the Company
therefor (containing customary terms and conditions applicable in a situation in
which the acquiror has an ownership position comparable to McCaw's ownership
interest in the Company) and will cause a meeting of stockholders of the Company
to be held as soon as practicable to consider and vote thereon. The Acquisition
may only be completed if it is approved by a Majority Vote of the Public
Stockholders.
(F) Sale of the Company. Subject to subparagraph (G) below, if McCaw
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determines not to proceed with an Acquisition, or if despite McCaw's good faith
efforts an Acquisition has not been completed within 12 months following the
Initiation Date (or, if an Acquisition has been approved by a Majority Vote of
the Public Stockholders and is being pursued in good faith by McCaw but has not
been completed due to regulatory delays or litigation, 20 months following the
Initiation Date), McCaw will put the entire Company up for sale under direction
of the Independent Directors in a manner intended by the Independent Directors
to maximize value for all Shares. The sale will be conducted by the Independent
Directors, with the advice of independent financial advisors and counsel
selected by the Independent Directors, whose fees shall be reimbursed by the
Company, and McCaw will not bid unless requested to do so by the Independent
Directors. The sale procedures will be set by the Independent Directors and may
include, if necessary in order to maximize stockholder value, provision for the
sale or other disposition (including tax-free spin-offs, if possible) of
businesses prohibited by legal restrictions to be owned by any particular buyer
or class of
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buyers. The Independent Directors will select from among the proposed
transactions the one or more transactions determined by them as being most
likely to maximize value for all Shares and will cause a meeting of the
Company's stockholders to be held as soon as practicable to consider and vote
thereon. McCaw will fully cooperate in this process and, if the one or more
transactions so selected by the Independent Directors are approved by a Majority
Vote of the Public Stockholders, will cause all Shares owned by it or its
affiliates to be voted in favor thereof. Any sale of the Company pursuant to
this subsection would be subject to receipt of FCC and other necessary
regulatory approvals. McCaw will not take any action, including any action
involving any judicial, regulatory or legislative body, that is intended to, or
will have the effect of, delaying or preventing consummation of any transaction
so selected and approved.
(G) Survival of Guarantee. If a transaction is presented for approval at
---------------------
a meeting of stockholders as contemplated by either subsection (E) or (F) above
and fails to receive the requisite Majority Vote of the Public Stockholders,
there will be no further rights or obligations under this Section 2, but the
remainder of this Guarantee shall continue to apply to the extent described
herein.
3. CONTINUING STOCKHOLDER PROTECTIONS
(A) Approvals Required for Transactions With Affiliates. Except as
---------------------------------------------------
permitted by Section 2 above, neither McCaw nor any of its non-Company
affiliates may engage in any material transaction (including, without
limitation, agreements which are standard in the industry) with the Company or
any of its subsidiaries (other than pro rata as a stockholder of the Company)
unless such transaction has been approved by a majority of the Independent
Directors.
(B) Approvals Required for Mergers. Except as permitted by Section 2
------------------------------
above, neither McCaw nor any of its non-Company affiliates may engage in a
merger or consolidation with the Company, or purchase all or substantially all
of the Company's assets, unless the transaction is approved not only by a
majority of the Independent Directors but also by a Majority Vote of the Public
Stockholders. In deciding whether to approve such a transaction, the
Independent Directors will be instructed to consider as a fair price per Share
the private market price per Share (including control premium) that an unrelated
third party would pay if it were to acquire all outstanding Shares (including
the Shares held by McCaw and its affiliates) in an arm's-length transaction,
assuming that the Company was being sold in a manner designed to attract all
possible participants and to maximize stockholder value,
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including if necessary through the sale or other disposition (including tax-free
spin-offs, if possible) of businesses prohibited by legal restrictions to be
owned by any particular buyer or class of buyers. The Independent Directors will
retain independent financial advisors and counsel to advise them with respect to
any such transaction, whose reasonable costs, expenses and indemnities will be
paid for and provided by the Company.
(C) Independent Director Veto. No transaction will be undertaken, and the
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Company will not take any action, whether or not approved by a majority of the
board of directors of the Company, if the Independent Directors determine in
their good faith judgment by unanimous vote that such transaction or action
would likely depress the value of the Company on the Initiation Date. In
addition, the Company will not acquire or dispose of any business, whether or
not approved by a majority of the board of directors of the Company, if the
Independent Directors determine in their good faith judgment by unanimous vote
that such acquisition or disposition is not in the best interests of the
Company.
4. ADDITIONAL SHARE PURCHASES
Except as permitted by Sections 2 and 3 above, neither McCaw nor any of its
non-Company affiliates may purchase additional Shares if, after giving effect
thereto, they would beneficially own in the aggregate more than 75% of the
outstanding Shares on a fully diluted basis.
5. CERTAIN TRANSFEREES BOUND
Except pursuant to Section 2(F) above, neither McCaw nor any of its non-
Company affiliates may sell more than 25% of the outstanding Shares on a fully
diluted basis to a third party or group unless that third party or group agrees
in writing to be bound by the provisions set forth in this Guarantee as they
would apply if the term "McCaw" as used herein were defined to mean such third
party or group.
6. AMENDMENTS
The provisions of this Guarantee may be amended in any respect not
materially adverse to the holders of Public Shares, but only if the amendment is
approved by a majority of the Independent Directors. Any such amendment will
promptly be disclosed in a filing with the Securities and Exchange Commission.
The determination of the Independent Directors as to whether an amendment is
materially adverse to the holders of Public Shares shall be final and shall bind
all holders of Public Shares.
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The provisions of this Guarantee may also be amended in any other respect
if the amendment is approved by a Majority Vote of the Public Stockholders.
7. EFFECTIVENESS AND TERMINATION
The obligations of McCaw under this Guarantee shall become effective upon
the Distribution. This Guarantee shall cease to be in effect if at any time (i)
McCaw, its affiliates and Group Members beneficially own in the aggregate less
than 25% of the outstanding Shares on a fully diluted basis and McCaw's
designees no longer constitute a majority of the Board of Directors of the
Company (provided that in such event this Guarantee shall come back into effect
if, at any time within two years thereafter, (A) McCaw, its affiliates and Group
Members shall beneficially own in the aggregate 25% or more (but less than 100%)
of the outstanding Shares on a fully diluted basis or (B) McCaw's designees
shall again constitute a majority of the Board of Directors of the Company) or
(ii) McCaw, its affiliates and Group Members beneficially own in the aggregate
100% of the outstanding Shares.
8. FURTHER ASSURANCES
Each party shall execute and deliver such additional instruments and other
documents and shall take such further actions as may be necessary or appropriate
to effectuate, carry out and comply with all of the terms of this Guarantee and
the transactions contemplated hereby.
9. REMEDIES
The parties acknowledge that money damages may not be an adequate remedy
for violations of this Guarantee and that any party may, in its sole discretion,
apply to any court of competent jurisdiction for specific performance or
injunctive or such other relief as such court may deem just and proper in order
to enforce this Guarantee or prevent any violation hereof and, to the extent
permitted by applicable law, each party waives any objection to the imposition
of such relief.
10. NOTICES, ETC.
All notices, requests, demands or other communications required by or
otherwise with respect to this Guarantee shall be in writing and shall be deemed
to have been duly given to any party when delivered personally (by courier
service or otherwise), when delivered by fax and confirmed, or to any party five
days after being mailed by certified mail, return receipt requested, in each
case to the applicable addresses set forth below:
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If to Offeror:
McCaw Cellular Communications, Inc.
5400 Carillon Point
Kirkland, Washington 98033
Attn: Wayne Perry, Vice Chairman
Fax no.: 206-828-8450
with a copy to:
McCaw Cellular Communications, Inc.
1150 Connecticut Avenue, NW, 4th Floor
Washington, D.C. 20036
Attn: Andrew A. Quartner, Esq.
Fax no.: 202-416-6511
If to the Company:
LIN Television Corporation
Floor 2
4 Richmond Square
Providence, RI 02906
Attn: President
Fax no.: 401-454-2817
Perkins Coie
1201 Third Avenue, 40th Floor
Seattle, Washington 98101
Attn: Charles J. Katz, Jr.
Fax No. 206-583-8500
with a copy to:
The designated representative of the
Independent Directors and their counsel,
if any
or to such other address as such party shall have designated by notice so given
to each other party.
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11. ENTIRE AGREEMENT
This Guarantee embodies the entire agreement and understanding between the
parties relating to the subject matter hereof and supersedes all prior
agreements and understandings relating to such subject matter.
12. SUCCESSORS AND ASSIGNS
This Guarantee shall be binding upon and shall inure to the benefit of and
be enforceable by McCaw and the Independent Directors of the Company and their
respective successors and assigns, provided that neither the rights nor the
obligations of any party may be assigned or delegated without the prior written
consent of the other parties.
13. GOVERNING LAW
This Guarantee and all disputes hereunder shall be governed by and
construed and enforced in accordance with the laws of the State of New York
applicable to contracts made and performed in that State.
14. NAME, CAPTIONS
The section captions used herein are for convenience of reference only and
shall not affect the interpretation or construction hereof.
15. COUNTERPARTS
This Guarantee may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one instrument.
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Each counterpart may consist of a number of copies each signed by less than all,
but together signed by all the parties hereto.
IN WITNESS WHEREOF, the parties have duly executed this Guarantee as of the
date first above written.
McCAW CELLULAR COMMUNICATIONS,
INC.
By /s/ Peter L.S. Currie
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Title: Executive Vice President
LIN TELEVISION CORPORATION
By /s/ Peter E. Maloney
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Title: Vice President
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