UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 45 )*
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. McCaw Cellular Communications, Inc.
32 Avenue of the Americas 1150 Connecticut Ave., NW
New York, NY 10013-2412 Washington, DC 20036
(212) 387-5400 (202) 223-9222
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 22, 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>
This Amendment No. 45 (the "Amendment") amends the Schedule
13D filed on April 7, 1988, as previously amended (the
"Schedule 13D"), with regard to the Common Stock, par value
$0.01 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 June 22, 1995, McCaw announced that it had agreed in
principle with the plaintiffs to settle the pending LIN
shareholder lawsuits (the "Stockholders Litigation")
relating to McCaw's proposed acquisition of the Public
Shares in the Merger pursuant to the terms of the Merger
Agreement. Under the terms of the proposed settlement (the
"Settlement"), as set forth in the Memorandum of
Understanding dated June 22, 1995 (the "Memorandum of
Understanding"), McCaw would increase the merger price from
$127.50 to $129.50 per Share in cash. Also, under the
Settlement, the LIN public stockholders could receive an
additional amount of up to $.25 per Share, depending on the
determination by the Delaware Court of Chancery (the
"Delaware Court") of the plaintiffs' attorneys' fee. If
the Delaware Court awards a total fee of up to $4 million,
the additional $.25 per Share would be paid to the LIN
public stockholders as additional merger consideration. If
the Delaware Court awards a total fee of more than $4
million, the amount in excess of $4 million would be
deducted from the additional $.25 per Share and any amount
remaining would be paid to the LIN public stockholders as
additional merger consideration. In addition, under the
Settlement, if the Merger is not completed by September 15,
1995, McCaw would pay interest on the revised merger price
(including the additional amount of up to $.25 per Share,
if applicable) to the LIN public stockholders at a rate of
5-1/2% per annum from, but not including, September 15,
1995 through, and including, the date upon which the
closing of the Merger occurs.
The Settlement is conditioned on, among other things, (i)
approval by the LIN Board of Directors, including the LIN
Independent Directors, of the terms of the Settlement,
which would include assent to the scheduled conversion by
certain LIN systems to equal access and the marketing of
certain LIN services under the AT&T name pending the
Merger, (ii) receipt by the LIN Board of Directors of an
opinion from a mutually acceptable investment banking firm
as to the fairness of the consideration that would be
received by the LIN public stockholders pursuant to the
revised terms of the Merger reflected in the Settlement,
(iii) definitive documentation and completion of discovery
and (iv) approval of the Delaware Court.
The revised terms of the Merger reflected in the Settlement
would remain subject to approval of the holders of a
majority of the Public Shares voting at a meeting of LIN
stockholders to be held to vote thereon. McCaw's
obligation to consummate the Merger would also be subject
to approval of the Settlement by a final and nonappealable
order of the Delaware Court.
The full text of the Memorandum of Understanding is
attached hereto as Exhibit 99.1. The full text of the
press release issued by McCaw on June 22, 1995, announcing
McCaw's agreement in principle to settle the Stockholders
Litigation, is attached hereto as Exhibit 99.2.
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 Memorandum of Understanding dated June 22, 1995.
99.2 Press release issued by McCaw on June 22, 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: June 22, 1995 Marilyn J. Wasser
Vice President-Law and Secretary
McCAW CELLULAR COMMUNICATIONS, INC.
By: ANDREW A. QUARTNER
-----------------------------
Date: June 22, 1995 Andrew A. Quartner
Senior Vice President-Law
MMM HOLDINGS, INC.
By: ANDREW A. QUARTNER
-----------------------------
Date: June 22, 1995 Andrew A. Quartner
Senior Vice President-Law
<PAGE>
<PAGE>
EXHIBIT INDEX
99.1 Memorandum of Understanding dated June 22, 1995.
99.2 Press release issued by McCaw on June 22, 1995.
EXHIBIT 99.1
MEMORANDUM OF UNDERSTANDING
WHEREAS there is now pending the consolidated action
entitled In re LIN Broadcasting Corporation Shareholders
Litigation, Consolidated C.A. No. 14039, and the action
entitled Unger v. MMM Holdings, Inc., et al., C.A. No. 14123,
in the Court of Chancery of the State of Delaware, New Castle
County (the "Delaware Actions"), and the actions entitled Katz
v. Allen, et al., Index No. 95-104259, Luke v. Wasserstein
Perella & Co., et al., Index No. 95-105973, and Frank v.
Alberg, et al., Index No. 95-108949, in the Supreme Court of
the State of New York, County of New York (the "New York
Actions") (collectively, the "Actions").
WHEREAS the Actions were filed as putative class
actions on behalf of holders of LIN Common Shares, naming as
defendants AT&T Corp. ("AT&T"), McCaw Cellular Communications,
Inc. ("McCaw"), a wholly-owned subsidiary of AT&T, MMM
Holdings, Inc. ("MMM"), a wholly-owned subsidiary of McCaw,
certain individual officers and directors of AT&T, McCaw and
LIN, Wasserstein Perella & Co. Inc. and Morgan Stanley & Co.
Incorporated.
WHEREAS the Actions variously seek injunctive relief,
monetary damages and/or rescission on the grounds that the
conduct of the various defendants in connection with a proposed
plan of merger among LIN, McCaw and two subsidiaries of McCaw
(the "Merger") and the determination of the private market
value of the LIN Common Shares pursuant to the Private Market
Value Guarantee entered into between LIN and McCaw in 1989 (the
"PMVG"), which private market value was determined to be
$127.50 per LIN Common Share and proposed as consideration in
the Merger, constitutes, inter alia, a breach of the PMVG,
unjust enrichment, and a breach of fiduciary duties.
WHEREAS there is now pending an action entitled Newman
v. McCaw Cellular Communications and AT&T Corp., C.A. No. 95
Civ. 1583, in the United States District Court for the Southern
District of New York (the "Federal Action") that asserts
certain federal claims and plaintiff has filed a Notice of
Dismissal of the Federal Action seeking to voluntarily dismiss
the Federal Action without prejudice and without costs.
WHEREAS, following extensive negotiations, counsel for
the parties have reached an agreement in principle providing
for the settlement of the Actions (the "Settlement") on the
terms and subject to the conditions set forth below.
WHEREAS counsel for the parties believe that the
Settlement is in the best interests of the parties and the LIN
stockholders.
IT IS HEREBY AGREED IN PRINCIPLE AS FOLLOWS:
1. Instead of the transaction previously
contemplated, as a result of the aforesaid litigation, McCaw
has agreed, if the Settlement contemplated herein is
consummated, to pay in the Merger $129.50 per LIN Common Share,
plus up to an additional $.25 per LIN Common Share as
contemplated by paragraph 6 hereof (the "Merger
Consideration"), at least $2.00 per LIN Common Share above the
private market value determined pursuant to the PMVG,
representing an aggregate increase of approximately $60 million
over the PMVG private market value. If the Merger has not been
completed by September 15, 1995, McCaw will pay simple interest
on the Merger Consideration at an annual rate of 5-1/2% from
September 15, 1995 to the closing of the Merger. As conditions
to the Settlement, the terms of the Settlement must be approved
by the Independent Directors, the Independent Directors must
assent to the scheduled conversion by certain LIN systems to
equal access and the marketing of certain LIN services under
the AT&T name pending the Merger, and LIN must receive a
fairness opinion at or around the date of approval of the
Merger Agreement by the LIN Board from a mutually acceptable
investment banking firm as to the fairness of the Merger
Consideration. The parties agree that Wasserstein Perella &
Co. is an acceptable investment banking firm for purposes of
the preceding sentence.
2. The parties to the Actions will attempt in good
faith to agree upon and execute an appropriate Stipulation of
Settlement (the "Stipulation") and such other documentation as
may be required in order to obtain final Court approval of the
Settlement and the dismissal of the Actions upon the terms set
forth in this Memorandum of Understanding. As part of the
Settlement, plaintiffs shall file a consolidated amended
complaint in the consolidated Delaware Action incorporating the
allegations made in the New York Actions.
3. The parties to the respective Actions will
present the Settlement to the Delaware Court of Chancery for
approval as soon as practicable following appropriate notice to
the stockholders of LIN on whose behalf the Actions were
instituted, and will use their best efforts to obtain final
Court approval of the Settlement and the dismissal of the
Actions pending in the Delaware and New York state courts with
prejudice as to all claims asserted in the Actions as against
the named plaintiffs and the stockholders of LIN on whose
behalf the Actions were brought with no right to opt-out of the
Settlement and without costs to any party (except as provided
in paragraph 6 below). The Stipulation will expressly provide,
inter alia, for entry of a judgment and for a complete release
and settlement of all claims against defendants and their
predecessors, successors, parents, subsidiaries, affiliates and
agents (including, without limitation, any investment bankers
or attorneys and any past, present or future officers,
directors or employees of defendants and their predecessors,
successors, parents, subsidiaries, affiliates and agents) which
have been, or could have been, asserted relating to the Merger,
the actions of the LIN Board of Directors relating to the
AT&T/McCaw Merger, the PMVG, the proxy statement, the actions
of the Board of Directors of AT&T, McCaw or LIN relating to the
Merger, or any of the transactions, disclosures, facts and
allegations that are the subject of the Actions; that
defendants have denied and continue to deny that they have
committed or attempted to commit any violations of law or
breaches of duty to LIN or its stockholders; and that
defendants are entering into the Stipulation solely because the
proposed Settlement as described above would eliminate the
burden and expense of further litigation and is in the best
interests of LIN and all its stockholders. As used herein,
"final Court approval" of the Settlement means that the
Delaware Court of Chancery has entered an order approving the
Settlement and the New York Court has entered orders dismissing
the New York Actions with prejudice and each of such orders is
finally affirmed on appeal or is no longer subject to appeal.
4. The consummation of the Settlement is subject to:
(a) the drafting and execution of an appropriate Stipulation
and such other documentation as may be required to obtain final
Court approval of the Settlement; (b) the completion by
plaintiffs of appropriate confirmatory discovery in the Actions
reasonably satisfactory to plaintiffs' counsel; and (c) final
Court approval of the Settlement and dismissal of the Actions
with prejudice and without awarding costs to any party (except
as provided in paragraph 6 below). This Memorandum of
Understanding shall be null and void and of no force and effect
should any of these conditions not be met or should plaintiffs'
counsel in the Actions determine that the Settlement is not
fair and reasonable and, in that event, this Memorandum of
Understanding shall neither be deemed to prejudice in any way
the positions of the parties with respect to the Actions nor
entitle any party to recover any costs or expenses incurred in
connection with the implementation of this Memorandum of
Understanding.
5. The Settlement contemplated hereby shall be
conditioned upon consummation of the Merger. In addition, the
Settlement contemplated hereby will not be binding upon any
party if the Merger Agreement is terminated in accordance with
its terms. AT&T and McCaw shall have the option to withdraw
from the Settlement in the event that the Merger is terminated
or in the event that final Court approval of the Settlement has
not been obtained by November 30, 1995.
6. Plaintiffs' counsel intend to apply to the
Delaware Court of Chancery for an award of attorneys' fees and
reasonable out-of-pocket disbursements (together, the "Fees").
Subject to the terms and conditions of this Memorandum of
Understanding and the Stipulation of Settlement contemplated by
paragraphs 2 and 5 above, plaintiffs' counsel will apply for a
fee of up to $4 million plus $.25 per LIN public share, which
will not be opposed by the parties. If the Court finally
awards a total fee of $4 million or less, McCaw will pay that
amount to the plaintiffs' attorneys and an additional $.25 per
LIN public share will be paid to the LIN public stockholders as
additional Merger Consideration. If the Court finally awards a
total fee of more than $4 million, the amount in excess of $4
million will be deducted from the $.25 per LIN public share
and, if any amount remains after such deduction, the remaining
amount will be paid to the public stockholders as additional
Merger Consideration. If final Court approval of the
settlement is obtained but the amount of the attorneys' fee is
still in dispute, McCaw will close the Merger and pay $129.50
per LIN public share plus accrued interest, if any, in the
Merger. In such case, the additional amount of $.25 per LIN
public share will be deposited into an interest bearing
account. Following final Court determination of the attorneys'
fee, the amount in such account (including pro rata interest)
will be paid in whole or in part to the plaintiffs' attorneys
and/or in whole or in part to the public stockholders who
receive the Merger Consideration, as ordered by the Delaware
Court. In the event that the Merger is consummated and, for
whatever reason, plaintiffs' counsel is not yet entitled to the
payment of the Fees, McCaw shall pay the lesser of $4 million
or the amount of Fees awarded by the Delaware Court within five
days after the consummation of the Merger into an interest
bearing escrow account and, upon the receipt of final Court
approval, shall cause the amount finally awarded by the Court,
together with any interest, to be paid to plaintiff's counsel.
McCaw shall pay the costs and expenses related to providing
notice of the Settlement to the LIN stockholders.
Dated: June 22, 1995
ABBEY & ELLIS
/s/
-------------------------------------
By Arthur Abbey
212 East 39th Street
New York, NY 10016
(212) 889-3700
Member of Plaintiffs' Executive
Committee in the Delaware Action and
Attorneys for Plaintiff Frank in the
New York Action
WOLF POPPER ROSS WOLF & JONES, L.L.P.
/s/
-------------------------------------
By Lester L. Levy
845 Third Avenue
New York, NY 10022
(212) 759-4600
Co-Chair of the Plaintiffs' Executive
Committee in the Delaware Action
and on behalf of the plaintiffs in
the Katz, Luke and Unger Actions
<PAGE>
BERNSTEIN LIEBHARD & LIFSHITZ
/s/
-------------------------------------
By Stanley D. Bernstein
274 Madison Avenue
New York, NY 10016
(212) 779-1414
Co-Chair of the Plaintiffs' Executive
Committee in the Delaware Action
and on behalf of the plaintiffs in
the Katz, Luke and Unger Actions
WACHTELL, LIPTON, ROSEN & KATZ
/s/
-------------------------------------
By Marc Wolinsky
51 West 52nd Street
New York, NY 10019
(212) 403-1000
Attorneys for Defendants AT&T Corp.,
McCaw Cellular Communications, Inc.
MMM Holdings, Inc. and the
Individual Director Defendants of
AT&T, McCaw and LIN (except the LIN
Independent Director Defendants)
EXHIBIT 99.2
McCAW AGREES IN PRINCIPLE TO SETTLE LIN LITIGATION
FOR RELEASE: THURSDAY, JUNE 22, 1995
NEW YORK - McCaw Cellular Communications said that it had
agreed in principle with the plaintiffs to settle shareholder
lawsuits relating to its proposed acquisition of the publicly
held shares of LIN Broadcasting.
Under the settlement, McCaw would increase the purchase
price of LIN to $129.50 per share in cash. It is currently
$127.50 per share. The resolution of the litigation is
expected to allow the parties to work together towards an
expeditious closing of the merger and let the companies focus
on marketing wireless services.
Also under the agreement, LIN public shareowners could
receive an additional amount of up to 25 cents per share,
depending on the court's determination of attorneys' fees. If
the court awards a total fee of up to $4 million, an additional
25 cents per share would be paid to LIN public shareowners. If
the total fee exceeds $4 million, the amount in excess would be
deducted from the additional 25 cents per share, and any amount
remaining would be paid to LIN public shareholders.
In addition, if the merger is not completed by September
15, 1995, McCaw would pay interest on the increased merger
price to LIN shareowners from that date until closing at an
annual rate of 5.5 percent.
The settlement is subject to approval of LIN's board and
independent directors, including assent to LIN's scheduled
conversion to equal access and marketing of wireless services
under the AT&T brand name. The settlement is also subject to
other conditions, including receipt of a fairness opinion on
the revised merger terms. McCaw is working with the LIN
independent directors to satisfy these conditions.
The revised merger terms reflected in the settlement would
remain subject to the approval of the LIN public shareowners,
and McCaw's obligation to close would also be subject to final
court approval of the litigation settlement.
As previously announced, McCaw, which owns about 52 percent
of LIN, had decided to proceed with an acquisition of the
public shares of LIN Broadcasting at $127.50 per share subject
to satisfactory resolution of pending shareholder suits.
That price was determined by the investment banking firm of
Wasserstein Perella & Co. under terms of an agreement between
McCaw and LIN, reached in 1989 when McCaw acquired a
controlling interest in LIN.
Following LIN board approval, the next steps in the merger
process include filing a proxy statement for review by the
Securities and Exchange Commission (SEC). When the SEC
completes its review, LIN will then set a date for a special
meeting of LIN shareowners to vote on the merger. It is
tentatively planned for late August or early September. A
majority of the LIN public shares voting at the meeting is
required for approval.
The memorandum of understanding setting forth the terms of
the proposed litigation settlement is being filed with the SEC
today as an exhibit to McCaw's Schedule 13D. The companies
expect to file the proxy statement soon so that the SEC review
can proceed concurrently with the proposed litigation
settlement.
LIN has a total of about 53.3 million shares on a fully
diluted basis.
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