<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
LIN TELEVISION CORPORATION
------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
------------------------------------------------------------
(Title of Class of Securities)
532776 10 1
------------------------------------------------------------
(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
------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 15, 1994
------------------------------------------------------------
(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. [X]
(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)
<PAGE>
CUSIP No. 532776 10 1 13D Page 2 of 6 Pages
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
200
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 532776 10 1 13D Page 3 of 6 Pages
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
200
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 532776 10 1 13D Page 4 of 6 Pages
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
200
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 532776 10 1 13D Page 5 of 6 Pages
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
200
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 532776 10 1 13D Page 6 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON [OPTIONAL DISCUSS]
LTC Holdings, Inc. IRS I.D. 91-1495026
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
200
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This 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 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"), LIN
Broadcasting Corporation, a Delaware corporation ("LIN"), and LTC Holdings,
Inc., a Delaware corporation ("LTC") (all being collectively referred to herein
as the "Reporting Persons"). The Common Stock is held of record in the name of
LTC, which is a wholly owned subsidiary of LIN, which is a majority owned
subsidiary 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, LIN and LTC. LIN is the controlling person of LTC and McCaw is the
controlling person of MMM, LIN and LTC. 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 and television
broadcasting businesses. The address of its principal business and its
principal office is 5295 Carillon Point, Kirkland, Washington 98033.
LTC conducts no business. It is a corporation formed to hold the
securities of the Issuer. The address of its principal business is 5295
Carillon Point, Kirkland, Washington 98033.
Schedules I, II, III, IV and V attached hereto and incorporated herein by
this reference list each executive officer and director of AT&T, McCaw, MMM, LIN
and LTC, 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 Schedules I, II, III, IV or
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V 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 Schedules I, II, III, IV or V 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, LIN and LTC are each
incorporated in Delaware. Schedules I, II, III, IV and V provide the
citizenship for the executive officers and directors of AT&T, McCaw, MMM, LIN
and LTC.
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 Schedules I, II, III, IV or V
in connection with the event that required the filing of this Schedule 13D,
which was the registration (the "Exchange Act Registration") of the Common Stock
under the Securities Exchange Act of 1934 (the "Exchange Act"). Each of the
Reporting Persons owned their beneficial interest in the Common Stock prior to
the effectiveness of the Exchange Act Registration.
As described more fully in Item 4, the Reporting Persons and the persons
named in Schedules I, II, III, IV and V will receive additional shares of Common
Stock from LIN on December 28, 1994, as 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 will have the
following effects: (a) LIN and LTC will cease to beneficially own any Common
Stock, (b) MMM will directly beneficially own approximately 13,494,750 shares of
Common Stock, which will represent 52% of the Common Stock to be outstanding
upon consummation of the Distribution (the same percentage it currently
indirectly beneficially owns) and (c) the remaining Reporting Persons will
indirectly beneficially own approximately 13,494,750 shares of Common Stock,
which will represent the same percentage of the Common Stock they currently
beneficially own. In addition, as described more fully in Item 4, immediately
after or concurrently with the Distribution, the Issuer will issue additional
shares of Common Stock in connection with the Acquisition (as defined in
Item 4), which will reduce the direct beneficial ownership of MMM and the
indirect beneficial ownership of the other Reporting Persons (excluding LIN and
LTC) to 46.2% of the Common Stock to be outstanding after the closing of the
Acquisition. LIN will effect the Distribution only if all conditions to
consummation of the Acquisition other than the Distribution have been satisfied
or waived and the parties to the Acquisition are prepared to close the
Acquisition immediately after or concurrently with the Distribution. Even if all
conditions to the Distribution are satisfied, LIN's board of directors has
reserved the right to abandon, defer or modify the Distribution at any time
before the Distribution.
ITEM 4. PURPOSE OF TRANSACTION.
The event that required the filing of this Schedule 13D was the
effectiveness of the Exchange Act Registration.
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As discussed in Item 3, by virtue of the Distribution, LIN will cease to
beneficially own any Common Stock and the remaining Reporting Persons'
beneficial ownership of Common Stock will be 13,494,750 shares, constituting a
52% ownership interest in the Issuer upon consummation of the Distribution,
which will be reduced to 46.2% after the closing of the Acquisition. Also by
virtue of the Distribution, certain of the persons named in Schedules I, II,
III, IV and V will acquire beneficial ownership of the Common Stock in respect
of shares of LIN Common Stock currently owned by them.
LIN and the Issuer have entered into an Asset Purchase Agreement, as
amended (the "Asset Purchase Agreement"), 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 approximately 3.4 million
shares of the Common Stock (the "Acquisition").
As described more fully in Item 6, the Issuer and McCaw will enter 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
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 selection of three
independent directors (the "Independent Directors") who will serve on the
Issuer's board of directors (the "Issuer Board").
In addition, immediately following the Distribution and in connection with
the Acquisition, the Issuer will enter 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, will be 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
Exchange 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 is 200 shares, representing 100% of the Common Stock
outstanding. Upon consummation of the Distribution and the Acquisition, LIN
will cease to beneficially own any Common Stock and the remaining Reporting
Persons will beneficially own 13,494,750 shares, representing 46.2% of the
Common Stock to be outstanding upon completion of the Distribution and the
Acquisition. The numbers set forth above with respect to ownership of the
Common Stock after the Distribution and Acquisition are based on information set
forth in the Registration Statement on Form S-1 (Registration No. 33-84718)
filed by the Issuer with the Securities and Exchange Commission (the "SEC") (the
"Registration Statement") and the Prospectus dated December 8, 1994 filed by the
Issuer with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933,
as amended (the "Prospectus").
(b) LTC 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 have indirect sole
voting and dispositive power with respect to the Common Stock.
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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
Schedules I, II, III, IV or V, will 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) Not applicable.
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 will initially designate three members of the Issuer Board to
serve as Independent Directors, each of whom will be 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 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 will be 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
Immediately following the Distribution and in connection with the
Acquisition, the Issuer, McCaw and CICC will enter into a Stockholders Agreement
pursuant to which the parties agree 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 provide 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 ten 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.
*(1) Form of LIN Television Corporation's Stockholders Agreement among LIN
Television Corporation, McCaw Cellular Communications, Inc. and Cook Inlet
Communications Corp.
(2) Form of Television Private Market Value Guarantee between McCaw
Cellular Communications, Inc. and LIN Television Corporation (incorporated by
reference to Exhibit 10.30 to the LIN Television Registration Statement on Form
S-1 , File No. 33-84718).
(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).
(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).
(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).
*(6) Statement of Reporting Persons pursuant to Rule 13d-1(f)(1) (see
signature page).
- ----------
*Filed with this Schedule 13D.
-14-
<PAGE>
SIGNATURE
The undersigned hereby agree that this 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 23, 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
LTC HOLDINGS, INC.
By /s/ Donald Guthrie
----------------------------------------
Name: Donald Guthrie
Title: Vice President
-15-
<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 their 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 Officer, AT&T Corp.
and Director 32 Avenue of the Americas
New York, NY 10013-2412
R.S. Bodman Senior Vice President--Corporate AT&T Corp.
Strategy and Development 295 North Maple Avenue
Basking Ridge, NJ 07920
Harold W. Burlingame Senior Vice President--Human AT&T Corp.
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>
-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>
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--Public AT&T Corp.
Relations and Employee Information 295 North Maple Avenue
Basking Ridge, NJ 07920
Drew Lewis Director Chairman and Chief Executive
Officer
Union Pacific Corp. (Transporta-
tion Natural Resources,
and Environmental Services)
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
A.J. Mandl Executive Vice President, Chief AT&T Corp.
Executive Officer of Communications 295 North Maple Avenue
Services Group Basking Ridge, NJ 07920
W.B. Marx, Jr. Executive Vice President, Chief AT&T Corp.
Executive Officer of Multimedia 295 North Maple Avenue
Products Group Basking Ridge, NJ 07920
J.S. Mayo President, Bell Laboratories Division AT&T Corp.
600 Mountain Avenue
Murray Hill, NJ 07974
R.A. McGinn Executive Vice President, Chief AT&T Corp.
Executive Officer Network Systems 475 South Street
Group 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>
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, Chief AT&T Corp.
Financial Officer 295 North Maple Avenue
Basking Ridge, NJ 07920
V.A. Pelson Executive Vice President and AT&T Corp.
Chairman Global Operations Team and 295 North Maple Avenue
Director Basking Ridge, NJ 07920
S.L. Pendergast Vice President and Treasurer AT&T Corp.
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, Chairman AT&T Corp.
and Chief Executive Officer--Global 1700 S. Patterson Boulevard
Information Solutions Dayton, OH 45479
Maureen B. Tart Vice President and Controller AT&T Corp.
340 Mt. Kemble Avenue
Morristown, NJ 07962
</TABLE>
-18-
<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 and Secretary AT&T Corp.
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 Plans, 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--General AT&T Corp.
Counsel and Government Affairs 295 North Maple Avenue
Basking Ridge, NJ 07920
</TABLE>
-19-
<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 their 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 McCaw Business of Employer
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <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 Board McCaw Cellular
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 Officer McCaw Cellular
and Director Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
Tom A. Alberg Executive Vice President--Legal and McCaw Cellular
Corporate Affairs Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
Peter L.S. Currie Executive Vice McCaw Cellular
President--Development McCaw Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
</TABLE>
-20-
<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>
Steven W. Hooper Executive Vice President and Chief McCaw Cellular
Financial Officer Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
Nicolas Kauser Executive Vice President--Chief McCaw Cellular
Technology Officer Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
</TABLE>
-21-
<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 their 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 MMM Business of Employer
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <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
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
McCaw Cellular
Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
</TABLE>
-22-
<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 their 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 LIN Business of Employer
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <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
the Board and Secretary
McCaw Cellular
Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
Tom A. Alberg President, Chief LIN Broadcasting Corporation
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>
-23-
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation or
Principal Occupation or Employment; Business
Employment; Business Address; and Principal
Name Position Address if Employer is LIN Business of Employer
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
William G. Herbster Director Financial Consultant
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
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
M. Evans & Co. Book Publisher
216 East 49th Street, 2nd Fl.
New York, NY 18817
Gary R. Chapman President-LIN LIN Broadcasting Corporation
Television Group 5295 Carillon Point
Kirkland, WA 98003
Donald Guthrie Senior Vice LIN Broadcasting Corporation
President-Finance 5295 Carillon Point
Kirkland, WA 98003
</TABLE>
-24-
<PAGE>
SCHEDULE V
EXECUTIVE OFFICERS AND DIRECTORS OF LTC
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 LTC, the principal business of their 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 LTC Business of Employer
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Tom A. Alberg President and Director President, Chief Operating
Officer and Director
LIN Broadcasting Corporation
5295 Carillon Point
Kirkland, WA 98033
Donald Guthrie Vice President and Director Senior Vice President-Finance
LIN Broadcasting Corporation
5295 Carillon Point
Kirkland, WA 98033
Wayne M. Perry Director Vice Chairman of the Board
and Secretary
McCaw Cellular
Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
Roberta R. Katz Vice President Senior Vice President and
and Secretary General Counsel
McCaw Cellular
Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
Andrew A. Quartner Vice President Senior Vice President-Law
McCaw Cellular
Communications, Inc.
1150 Connecticut Avenue NW,
4th Floor
Washington, DC 20036
Peter E. Maloney Vice President-Tax Vice President-Tax
LIN Broadcasting Corporation
5295 Carillon Point
Kirkland, WA 98033
</TABLE>
-25-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<C> <S>
*(1) Form of LIN Television Corporation's Stockholders Agreement among
LIN Television Corporation, McCaw Cellular Communications, Inc.
and Cook Inlet Communications Corp.
(2) Form of Television Private Market Value Guarantee between McCaw
Cellular Communications, Inc. and LIN Television Corporation
(incorporated by reference to Exhibit 10.30 to the LIN Television
Registration Statement on Form S-1, File No. 33-84718).
(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).
(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).
(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).
*(6) Statement of Reporting Persons pursuant to Rule 13d-1(f)(1) (see
signature page).
</TABLE>
- ----------
* Filed with this Schedule 13D
-26-
<PAGE>
Exhibit 99.(1)
LIN TELEVISION CORPORATION
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made as of the __ day of
________, 199_, 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 ____________ shares
of common stock, par value $.01 per share (the "Common Stock"), of the Company.
B. Cook Inlet is acquiring __________ 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 (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
________ __, 199_, as at any time amended, and may not be
<PAGE>
transferred except in accordance with 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 ________ __, 199_ 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. 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
-3-
<PAGE>
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 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)
-4-
<PAGE>
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 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:
-5-
<PAGE>
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 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.
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<PAGE>
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:__________________________
Title:_______________________
MCCAW CELLULAR COMMUNICATIONS, INC.
By:__________________________
Title:_______________________
COOK INLET COMMUNICATIONS CORP.
By:__________________________
Title:_______________________
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