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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1995.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 3)
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LIN BROADCASTING CORPORATION
(NAME OF ISSUER)
AT&T CORP.
MCCAW CELLULAR COMMUNICATIONS, INC.
MMM HOLDINGS, INC.
MMM ACQUISITION CORP.
LIN BROADCASTING CORPORATION
(NAME OF PERSONS FILING STATEMENT)
COMMON STOCK, $.01 PAR VALUE 532763-10-9
(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER OF CLASS OF SECURITIES)
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MARILYN J. WASSER ANDREW A. QUARTNER TOM A. ALBERG
AT&T CORP. MCCAW CELLULAR LIN BROADCASTING
131 MORRISTOWN ROAD COMMUNICATIONS, INC. CORPORATION
BASKING RIDGE, NJ 07920 1150 CONNECTICUT AVENUE, NW 5295 CARILLON POINT
(212) 387-5400 WASHINGTON, D.C. 20036 KIRKLAND, WA 98033
(202) 223-9222 (206) 828-1902
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSONS FILING STATEMENT)
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COPIES TO:
STEVEN A. ROSENBLUM DAVID B. CHAPNICK
WACHTELL, LIPTON, ROSEN & KATZ SIMPSON THACHER & BARTLETT
51 WEST 52ND STREET 425 LEXINGTON AVENUE
NEW YORK, NY 10019 NEW YORK, NY 10017
(212) 403-1000 (212) 455-2000
This statement is filed in connection with the filing of solicitation
materials subject to Regulation 14A under the Securities Exchange Act of 1934.
Check the following box if the soliciting materials referred to above are
preliminary copies. [_]
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PAGE 1 OF 9 PAGES
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The Rule 13E-3 Transaction Statement (as amended, the "Statement") of LIN
Broadcasting Corporation, a Delaware corporation ("LIN"), McCaw Cellular
Communications, Inc., a Delaware corporation ("McCaw") and a wholly owned
subsidiary of AT&T Corp., a New York corporation ("AT&T"), MMM Holdings, Inc.,
a Delaware corporation ("Holdings") and a wholly owned subsidiary of McCaw,
and MMM Acquisition Corp., a Delaware corporation ("Merger Sub") and a wholly
owned subsidiary of Holdings, which relates to a proposal to approve and adopt
an Agreement and Plan of Merger, dated April 28, 1995, as amended and restated
June 30, 1995 (the "Merger Agreement"), among LIN, McCaw, Holdings and Merger
Sub, and the merger of Merger Sub into LIN upon the terms and subject to the
conditions set forth in the Merger Agreement (the "Merger"), is hereby amended
as set forth in this Amendment No. 3. The Statement, as amended, is intended
to satisfy the reporting requirements of Section 13(e) of the Securities
Exchange Act of 1934, as amended (the "Act"). A copy of the Merger Agreement
is filed by LIN as Appendix A to the revised preliminary proxy statement (as
revised, the "Proxy Statement") filed as Exhibit (d) to the Statement.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement
of the information required to be included in response to the items of this
Statement. The information in the Proxy Statement, including all appendices
thereto, is hereby expressly incorporated herein by reference and the
responses to each item in this Statement are qualified in their entirety by
the information contained in the Proxy Statement.
2
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CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN PROXY STATEMENT
-------------- --------------------------------
<C> <S>
Item 1(a) "SUMMARY--AT&T, McCaw, Holdings, Merger Sub and LIN" and
"CERTAIN INFORMATION REGARDING AT&T, McCAW, HOLDINGS, MERGER
SUB AND LIN--LIN"
Item 1(b) Cover Page of Proxy Statement, "SUMMARY--Annual Meeting of LIN
Stockholders," and "THE ANNUAL MEETING--Record Date; Shares
Entitled to Vote; Vote Required"
Item 1(c), (d) "MARKET PRICES OF LIN COMMON SHARES; DIVIDEND HISTORY"
Item 1(e) **
Item 1(f) "MARKET PRICES OF LIN COMMON SHARES; DIVIDEND HISTORY"
Item 2(a)-(d), (g) Cover Page of Proxy Statement, "SUMMARY--AT&T, McCaw,
Holdings, Merger Sub and LIN," "CERTAIN INFORMATION REGARDING
AT&T, McCAW, HOLDINGS, MERGER SUB AND LIN," "ELECTION OF
DIRECTORS--Nominees for Director," "EXECUTIVE OFFICERS" and
Appendix E
Item 2(e) **
Item 2(f) **
Item 3(a)(1) "CERTAIN INFORMATION REGARDING AT&T, McCAW, HOLDINGS, MERGER
SUB AND LIN--Certain Transactions Among LIN, AT&T and McCaw"
and
"--Relationship with LIN Television."
Item 3(a)(2) "SPECIAL FACTORS--Background of the Merger"
Item 3(b) "SPECIAL FACTORS--Background of the Merger"
Item 4(a), (b) "SUMMARY--The Merger," "THE MERGER" and "SPECIAL FACTORS--
Interests of Certain Persons in the Merger; Conflicts of
Interest"
Item 5(a) **
Item 5(b) **
Item 5(c), (e) "SPECIAL FACTORS--Certain Effects of the Merger; Operations of
LIN After the Merger"
Item 5(d) **
Item 5(f), (g) "SPECIAL FACTORS--Certain Effects of the Merger; Operations of
LIN After the Merger" and "CURRENT INFORMATION: DELISTING AND
DEREGISTRATION"
Item 6(a), (b), (c) "SUMMARY--The Merger," "FINANCING OF THE MERGER" and "THE
MERGER--Expenses and Fees"
Item 6(d) **
Item 7(a)-(c) "SPECIAL FACTORS--Purpose, Structure and Reasons for the
Merger"
Item 7(d) "SUMMARY--The Merger," "SPECIAL FACTORS--Certain Effects of
the Merger; Operations of LIN After the Merger" and "--Certain
Federal Income Tax Consequences"
Item 8(a), (b) "SUMMARY--The Merger" and "SPECIAL FACTORS--Fairness of the
Transaction; Recommendations"
</TABLE>
3
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<TABLE>
<CAPTION>
ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN PROXY STATEMENT
-------------- --------------------------------
<C> <S>
Item 8(c) "SUMMARY--Annual Meeting of LIN Stockholders" and "THE ANNUAL
MEETING--Record Date; Shares Entitled to Vote; Vote Required"
Item 8(d) "SUMMARY--The Merger," "SPECIAL FACTORS--Background of the
Merger,"
"--Fairness Opinion of Wasserstein Perella," and "--Terms of
the PMVG"
Item 8(e) "SPECIAL FACTORS--Background of the Merger" and "--Fairness of
the Transaction; Recommendations"
Item 8(f) **
Item 9(a), (b), (c) "SUMMARY--The Merger," "SPECIAL FACTORS--Background of the
Merger,"
"--Fairness Opinion of Wasserstein Perella," "--Private Market
Value View of Morgan Stanley," "--Private Market Value View of
Bear Stearns and Lehman Brothers" and
"--Private Market Value Determination of Wasserstein Perella"
Item 10(a) "SPECIAL FACTORS--Background of the Merger," "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT--
Principal Stockholders,"
"--Security Ownership of Management" and Appendix E
Item 10(b) **
Item 11 "SUMMARY--Annual Meeting of LIN Stockholders," "--The Merger,"
"THE ANNUAL MEETING--Record Date; Shares Entitled to Vote;
Vote Required," "SPECIAL FACTORS--Background of the Merger,"
"--Terms of the PMVG" and "THE MERGER"
Item 12(a) "SUMMARY--Annual Meeting of LIN Stockholders," "THE ANNUAL
MEETING--Annual Meeting" and "--Record Date; Shares Entitled
to Vote; Vote Required"
Item 12(b) "SUMMARY--The Merger," "THE ANNUAL MEETING--Annual Meeting"
and "SPECIAL FACTORS--Fairness of the Transaction;
Recommendations"
Item 13(a) "SUMMARY--The Merger," "RIGHTS OF DISSENTING STOCKHOLDERS" and
Appendix C
Item 13(b) **
Item 13(c) **
Item 14(a) "SUMMARY--LIN Broadcasting Corporation Summary Consolidated
Financial Data"
Item 14(b) **
Item 15(a), (b) "THE ANNUAL MEETING--Proxies; Proxy Solicitation"
Item 16 Proxy Statement
Item 17(a) **
Item 17(b) *
Item 17(c)(1) Appendix A
Item 17(c)(2) Appendix D
Item 17(d) Proxy Statement
Item 17(e) Appendix C
Item 17(f) **
</TABLE>
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* The information requested by this Item is not required to be included in the
Proxy Statement.
** The Item is inapplicable or the answer thereto is in the negative.
4
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth in "SUMMARY--AT&T, McCaw, Holdings,
Merger Sub and LIN" and "CERTAIN INFORMATION REGARDING AT&T, McCAW,
HOLDINGS, MERGER SUB AND LIN--LIN" in the Proxy Statement is
incorporated herein by reference.
(b) The information set forth on the Cover Page of the Proxy Statement,
in "SUMMARY--Annual Meeting of LIN Stockholders" and in "THE ANNUAL
MEETING--Record Date; Shares Entitled to Vote; Vote Required" in
the Proxy Statement is incorporated herein by reference.
(c),(d) The information set forth in "MARKET PRICES OF LIN COMMON SHARES;
DIVIDEND HISTORY" in the Proxy Statement is incorporated herein by
reference.
(e) Not applicable.
(f) The information set forth in "MARKET PRICES OF LIN COMMON SHARES;
DIVIDEND HISTORY" in the Proxy Statement is incorporated herein by
reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d), The information set forth on the Cover Page of the Proxy Statement
(g) and in "SUMMARY--AT&T, McCaw, Holdings, Merger Sub and LIN,"
"CERTAIN INFORMATION REGARDING AT&T, McCAW, HOLDINGS, MERGER SUB
AND LIN," "ELECTION OF DIRECTORS--Nominees for Director,"
"EXECUTIVE OFFICERS" and Appendix E in the Proxy Statement is
incorporated herein by reference.
(e) Negative.
(f) Negative.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The information set forth in "CERTAIN INFORMATION REGARDING AT&T,
McCAW, HOLDINGS, MERGER SUB AND LIN--Certain Transactions Among
LIN, AT&T and McCaw" and "--Relationship With LIN Television" in
the Proxy Statement is incorporated herein by reference.
(a)(2) The information set forth in "SPECIAL FACTORS--Background of the
Merger" in the Proxy Statement is incorporated herein by reference.
(b) The information set forth in "SPECIAL FACTORS--Background of the
Merger" in the Proxy Statement is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a),(b) The information set forth in "SUMMARY--The Merger," "THE MERGER"
and "SPECIAL FACTORS--Interests of Certain Persons in the Merger;
Conflicts of Interest" in the Proxy Statement is incorporated
herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) Not applicable.
(b) Not applicable.
(c),(e) The information set forth in "SPECIAL FACTORS--Certain Effects of
the Merger; Operations of LIN After the Merger" in the Proxy
Statement is incorporated herein by reference.
5
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(d) Not applicable.
(f),(g) The information set forth in "SPECIAL FACTORS--Certain Effects of
the Merger; Operations of LIN After the Merger" and "CURRENT
INFORMATION: DELISTING AND DEREGISTRATION" in the Proxy Statement
is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(c) The information set forth in "SUMMARY--The Merger," "FINANCING OF
THE MERGER" and "THE MERGER--Expenses and Fees" in the Proxy
Statement is incorporated herein by reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth in "SPECIAL FACTORS--Purpose, Structure
and Reasons for the Merger" in the Proxy Statement is incorporated
herein by reference.
(d) The information set forth in "SUMMARY--The Merger," "SPECIAL
FACTORS--Certain Effects of the Merger; Operations of LIN After the
Merger" and "--Certain Federal Income Tax Consequences" in the Proxy
Statement is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a),(b) The information set forth in "SUMMARY--The Merger" and "SPECIAL
FACTORS--Fairness of the Transactions; Recommendations" in the
Proxy Statement is incorporated herein by reference.
(c) The information set forth in "THE ANNUAL MEETING--Record Date;
Shares Entitled to Vote; Vote Required" in the Proxy Statement is
incorporated herein by reference.
(d) The information set forth in "SPECIAL FACTORS--Background of the
Merger," "--Fairness Opinion of Wasserstein Perella," and "--Terms
of the PMVG" in the Proxy Statement is incorporated herein by
reference.
(e) The information set forth in "SPECIAL FACTORS--Background of the
Merger" and "--Fairness of the Transaction; Recommendations" in the
Proxy Statement is incorporated herein by reference.
(f) Not Applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in "SUMMARY--The Merger," "SPECIAL
FACTORS--Background of the Merger," "--Fairness Opinion of
Wasserstein Perella," "--Private Market Value View of Morgan
Stanley," "--Private Market Value View of Bear Stearns and Lehman
Brothers" and "--Private Market Value Determination of Wasserstein
Perella" in the Proxy Statement is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in "SPECIAL FACTORS--Background of the
Merger," "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT--Principal Stockholders," "--Security Ownership of
Management" and Appendix E in the Proxy Statement is incorporated
herein by reference.
6
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(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth in "SUMMARY--Annual Meeting of LIN
Stockholders," "--The Merger," "THE ANNUAL MEETING--Record Date;
Shares Entitled to Vote; Vote Required," "SPECIAL FACTORS--
Background of the Merger," "--Terms of the PMVG" and "THE MERGER" in
the Proxy Statement is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATIONS OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION.
(a) The information set forth in "SUMMARY--Annual Meeting of LIN
Stockholders," "THE ANNUAL MEETING--Annual Meeting" and "--Record
Date; Shares Entitled to Vote; Vote Required" in the Proxy Statement
is incorporated herein by reference.
(b) The information set forth in "SUMMARY--The Merger," "THE ANNUAL
MEETING--Annual Meeting" and "SPECIAL FACTORS--Fairness of the
Transaction; Recommendations" in the Proxy Statement is incorporated
herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "SUMMARY--The Merger," "RIGHTS OF
DISSENTING STOCKHOLDERS" and Appendix C in the Proxy Statement is
incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in (i) "SUMMARY--LIN Broadcasting
Corporation Summary Consolidated Financial Data" in the Proxy
Statement, (ii) LIN's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended by Amendment Nos. 1 and 2 thereto on
Form 10-K/A, and (iii) LIN's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, as amended by Amendment No. 1 thereto
on Form 10-Q/A, and June 30, 1995 is incorporated herein by
reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a),(b) The information set forth in "THE ANNUAL MEETING--Proxies; Proxy
Solicitation" in the Proxy Statement is incorporated herein by
reference.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Proxy Statement is incorporated herein by
reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b)(1) Fairness opinion of Wasserstein Perella & Co. (incorporated by
reference to Appendix B to the Proxy Statement)
(b)(2) Fairness opinion materials prepared by Wasserstein Perella & Co.*
7
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(b)(3) Materials prepared by Morgan Stanley & Co. Incorporated.*
(b)(4) Materials prepared by Bear Stearns & Co., Inc. and Lehman Brothers
Inc.*
(b)(5) Materials prepared by Wasserstein Perella & Co.*
(b)(6) Letter delivered by Bear Stearns & Co., Inc. to the LIN Independent
Directors, dated April 28, 1995.*
(b)(7) Letter delivered by Lehman Brothers Inc. to the LIN Independent
Directors, dated April 28, 1995.*
(c)(1) Agreement and Plan of Merger, dated April 28, 1995, as amended and
restated June 30, 1995, among McCaw, Holdings, Merger Sub and LIN
(incorporated by reference to Appendix A to the Proxy Statement).
(c)(2) The Private Market Value Guarantee, dated December 11, 1989, as
amended, between McCaw and LIN (incorporated by reference to
Appendix D to the Proxy Statement).
(c)(3) Memorandum of Understanding, dated June 22, 1995, with respect to
the proposed settlement of litigation.*
(d) Proxy Statement and related Notice of Annual Meeting, Letter to
Stockholders and Proxy (incorporated by reference to the Proxy
Statement and related materials filed by LIN under a Schedule 14A,
Amendment No. 3, on the date hereof).
(e) Incorporated by reference to Appendix C to the Proxy Statement.
(f) Not applicable.
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* Previously filed.
8
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SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF ITS KNOWLEDGE AND BELIEF, EACH OF THE
UNDERSIGNED CERTIFIES THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE,
COMPLETE AND CORRECT.
AT&T Corp.
Date: September 5, 1995
/s/ Dennis J. Carey
By: _________________________________
Dennis J. Carey
Vice President
McCaw Cellular Communications, Inc.
Date: September 5, 1995
/s/ Steven W. Hooper
By: _________________________________
Steven W. Hooper
President
MMM Holdings, Inc.
Date: September 5, 1995
/s/ Steven W. Hooper
By: _________________________________
Steven W. Hooper
President
MMM Acquisition Corp.
Date: September 5, 1995
/s/ H. John Hokenson
By: _________________________________
H. John Hokenson
Vice President
LIN Broadcasting Corporation
Date: September 5, 1995
/s/ Lewis M. Chakrin
By: _________________________________
Lewis M. Chakrin
Chairman
9
