UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 49 )*
LIN Broadcasting Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
0005327630
(CUSIP Number)
Marilyn J. Wasser Andrew A. Quartner
AT&T Corp. AT&T Wireless Services, Inc.
32 Avenue of the Americas (formerly McCaw
New York, NY 10013-2412 Cellular Communications, Inc.)
(212) 387-5400 1150 Connecticut Ave., NW
Washington, DC 20036
(202) 223-9222
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 3, 1995
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are sent.<PAGE>
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))<PAGE>
<PAGE> 1
SCHEDULE 13D
CUSIP No. 0005327630
1. Name of Reporting Person: AT&T Corp.
SS or IRS Identification No. of
Above Person: 13-4924710
2. Check the appropriate box if a member of a group:
(a) [ ] (b) [ ]
3. SEC USE ONLY
4. Source of Funds: OO
5. Check box if disclosure of legal proceeding is required
pursuant to Item 2(d) or 2(e): [ ]
6. Citizenship or place of organization: New York
Number of shares beneficially owned by each reporting person
with:
7. Sole voting power: 100
(Indirectly through its control of AT&T Wireless Services,
Inc. (formerly McCaw Cellular Communications, Inc.))
8. Share voting power: None
9. Sole dispositive power: 100
(Indirectly through its control of AT&T Wireless Services,
Inc.)
10. Share dispositive power: None
11. Aggregate amount beneficially owned by each reporting
person: 100
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
<PAGE>
<PAGE> 2
SCHEDULE 13D
CUSIP No. 0005327630
1. Name of Reporting Person: AT&T Wireless Services, Inc.
(formerly McCaw Cellular
Communications, Inc.)
SS or IRS Identification No. of
Above Person: 91-1379052
2. Check the appropriate box if a member of a group:
(a) [ ] (b) [ ]
3. SEC USE ONLY
4. Source of Funds: AF
5. Check box if disclosure of legal proceeding is required
pursuant to Item 2(d) or 2(e): [ ]
6. Citizenship or place of organization: Delaware
Number of shares beneficially owned by each reporting person
with:
7. Sole voting power: 100
(Indirectly through its control of MMM Holdings, Inc.)
8. Share voting power: None
9. Sole dispositive power: 100
(Indirectly through its control of MMM Holdings, Inc.)
10. Share dispositive power: None
11. Aggregate amount beneficially owned by each reporting
person: 100
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
<PAGE>
<PAGE> 3
SCHEDULE 13D
CUSIP No. 0005327630
1. Name of Reporting Person: MMM Holdings, Inc.
SS or IRS Identification No. of
Above Person:
2. Check the appropriate box if a member of a group:
(a) [ ] (b) [ ]
3. SEC USE ONLY
4. Source of Funds: AF
5. Check box if disclosure of legal proceeding is required
pursuant to Item 2(d) or 2(e): [ ]
6. Citizenship or place of organization: Delaware
Number of shares beneficially owned by each reporting person
with:
7. Sole voting power: 100
8. Share voting power: None
9. Sole dispositive power: 100
10. Share dispositive power: None
11. Aggregate amount beneficially owned by each reporting
person: 100
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
<PAGE>
<PAGE> 4
This Amendment No. 49 (the "Amendment") amends the Schedule
13D originally filed on April 7, 1988, as previously amended (the
"Schedule 13D"), with regard to the Common Stock, par value $.01
per share ("Common Stock"), of LIN Broadcasting Corporation, a
Delaware corporation ("LIN" or the "Issuer"), as set forth below.
Capitalized terms used without definition in this Amendment
shall have the meanings ascribed thereto in the Schedule 13D.
Item 4. Purpose of Transaction
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
The information contained in Items 4 and 6 of the Schedule
13D is hereby supplemented by the following:
On October 3, 1995, the Merger was consummated. Pursuant to
the Merger, each publicly held Share (other than Dissenting
Shares, as defined in the Amended Merger Agreement) was converted
into the right to receive $129.9003 in cash, and the Reporting
Persons increased their effective ownership of Shares to 100% of
the total number of Shares outstanding.
The full text of the press release issued by AT&T and AT&T
Wireless Services, Inc. (formerly McCaw Cellular Communications,
Inc.) ("AT&T Wireless") on October 3, 1995, announcing the
shareholder vote on and expected consummation of the Merger, is
attached hereto as Exhibit 99.1.
Item 5. Interest in Securities of the Issuer
The information contained in Item 5(a) of the Schedule 13D
is hereby amended by the following:
MMM owns directly 100 Shares, representing 100% of the total
number of Shares outstanding. None of the other Reporting
Persons owns any Shares. To the best knowledge of the Reporting
Persons, no director or executive officer of any of the Reporting
Persons beneficially owns any Shares.
The information contained in Item 5(c) of the Schedule 13D
is hereby supplemented by the following:
On October 3, 1995, the Merger was consummated.
<PAGE>
<PAGE> 5
Item 7. Material to be Filed as Exhibits
The information contained in Item 7 of the Schedule 13D is
hereby supplemented by the following:
99.1 Press release issued by AT&T and AT&T Wireless on
October 3, 1995.
<PAGE>
<PAGE>
SIGNATURE
The undersigned hereby agree that this Amendment to Schedule
13D is filed on behalf of each of them and, after reasonable
inquiry and to the best of their knowledge and belief, certify
that the information set forth in this statement is true,
complete and correct.
AT&T CORP.
By: MARILYN J. WASSER
------------------------
Date: October 4, 1995 Marilyn J. Wasser
Vice President-Law
and Secretary
AT&T WIRELESS SERVICES, INC.
By: ANDREW A. QUARTNER
------------------------
Date: October 4, 1995 Andrew A. Quartner
Senior Vice President-Law
MMM HOLDINGS, INC.
By: ANDREW A. QUARTNER
------------------------
Date: October 4, 1995 Andrew A. Quartner
Senior Vice President-Law
<PAGE>
<PAGE>
EXHIBIT INDEX
99.1 Press release issued by AT&T and AT&T Wireless on
October 3, 1995.
EXHIBIT 99.1
LIN SHAREHOLDERS APPROVE AT&T WIRELESS SERVICES MERGER;
CLOSING OF TRANSACTION EXPECTED LATER TODAY
FOR RELEASE: TUESDAY, OCTOBER 3, 1995
Parsippany, N.J. - LIN Broadcasting shareholders voted to
approve the merger with AT&T Wireless Services (formerly McCaw
Cellular Communications) at the annual shareholder meeting held
here today.
LIN and AT&T Wireless Services said they expect to close the
merger later today by filing a certificate of merger with the
State of Delaware. Within two days of the closing, Chemical
Mellon Shareholder Services, the paying agent for the merger,
will send letters of transmittal to LIN shareholders of record
explaining the process by which LIN shares will be exchanged for
cash.
LIN shareholders will receive approximately $129.90 in cash
for each LIN share. The total value of the merger is
approximately $3.3 billion.
AT&T Wireless Services already owns a 52 percent interest in
LIN which has ownership positions in the strategically important
cellular markets of New York, Los Angeles, Dallas and Houston.
Under a 1989 agreement between McCaw and LIN, McCaw had to either
offer to buy the remaining 48 percent of LIN or put the entire
company up for sale. In April, AT&T Wireless Services announced
its intention to purchase the remainder of LIN.
"We've made tremendous progress together already," said
Steven W. Hooper, president and chief executive officer of AT&T
Wireless Services. "But this investment further strengthens our
position as the world's leader in wireless communications. The
potential for new services and growth in enormous."
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