UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 39 )*
LIN Broadcasting Corporation
(Name of Issuer)
Common Stock
(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)
January 4, 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.
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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>
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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 proceedings 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: 26,989,500
(Indirectly through its control of McCaw Cellular
Communications, Inc.)
8. Shared voting power: None
9. Sole dispositive power: 26,989,500
(Indirectly through its control of McCaw Cellular
Communications, Inc.)
10. Shared dispositive power: None
11. Aggregate amount beneficially owned by each reporting
person: 26,989,500
12. Check box if the aggregate amount in row (11) excludes
certain shares: [ ]
13. Percent of class represented by amount in row (11): 52.0%
14. Type of reporting person: CO
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SCHEDULE 13D
CUSIP No. 0005327630
1. Name of Reporting Person: 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 proceedings 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: 26,989,500
(Indirectly through its control of MMM Holdings, Inc.)
8. Shared voting power: None
9. Sole dispositive power: 26,989,500
(Indirectly through its control of MMM Holdings, Inc.)
10. Shared dispositive power: None
11. Aggregate amount beneficially owned by each reporting
person: 26,989,500
12. Check box if the aggregate amount in row (11) excludes
certain shares: [ ]
13. Percent of class represented by amount in row (11): 52.0%
14. Type of reporting person: CO
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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 proceedings 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: 26,989,500
8. Shared voting power: None
9. Sole dispositive power: 26,989,500
10. Shared dispositive power: None
11. Aggregate amount beneficially owned by each reporting
person: 26,989,500
12. Check box if the aggregate amount in row (11) excludes
certain shares: [ ]
13. Percent of class represented by amount in row (11): 52.0%
14. Type of reporting person: CO
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Schedule 13D Restated
The undersigned amends the Schedule 13D filing made on April
7, 1988, as amended, with regard to the Common Stock, par value
$0.01 per share of LIN Broadcasting Corporation, a Delaware
corporation ("LIN" or "the Issuer"), as set forth below. Unless
otherwise indicated, capitalized terms contained herein shall
have the meanings ascribed to them in the prior filings on
Schedule 13D.
Item 1 - Security and Issuer
The class of securities to which this statement relates is
the Common Stock, par value $0.01 per share (the "Common
Stock"), of the Issuer including the associated Preferred
Stock Purchase Rights (the "Rights") issued pursuant to the
Rights Agreement, dated as of May 2, 1988, as amended,
between the Issuer and Manufacturers Hanover Trust Company,
as Rights Agent (the Common Stock and Rights, so long as
they are not redeemed, together are referred to herein as
the "Shares"). The principal executive offices of the
Issuer are located at 5295 Carillon Point, Kirkland,
Washington 98033.
Item 2 - Identity and Background
This Statement is being filed by AT&T Corp., a New York
corporation ("AT&T"), McCaw Cellular Communications, Inc., a
Delaware corporation ("McCaw"), and MMM Holdings, Inc., a
Delaware corporation ("MMM"). AT&T, McCaw and MMM are
referred to herein collectively as the "Reporting Persons".
The address of the principal office of AT&T is 32 Avenue of
the Americas, New York, New York 10013. The address of the
principal office of McCaw and MMM is 5400 Carillon Point,
Kirkland, Washington 98033.
AT&T is principally engaged in global information movement
and management, financial services and leasing. McCaw is
principally engaged in the business of providing cellular
communication services. MMM was formed for the purpose of
holding investment securities and conducts no other
business. McCaw is a wholly owned subsidiary of AT&T and
MMM is a wholly owned subsidiary of McCaw.
The name, business address, present principal occupation and
citizenship of each executive officer and director of each
of the Reporting Persons are set forth in Appendix A hereto.
During the last five years none of the Reporting Persons
nor, to the best knowledge of each of them, any of their
respective executive officers or directors has been
convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding is
or was 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 violations with respect to such laws.
Item 3 - Source and Amount of Funds or Other Consideration
The Shares reported as beneficially owned in Item 5 hereof
were acquired by McCaw during the period from April 1988
through March 1990. During the period from April 1988 until
March 1, 1990, McCaw acquired 5,089,500 Shares through open-
market purchases. On March 5, 1990, McCaw, through its
wholly-owned subsidiary MMM, completed a tender offer
pursuant to which it acquired 21,900,000 Shares. Neither
McCaw nor MMM has acquired any Shares since the completion
of the tender offer. On September 19, 1994, AT&T acquired
all of the outstanding shares of McCaw in a merger in
exchange for shares of AT&T common stock. Neither AT&T nor
any of its subsidiaries has acquired any Shares except
indirectly through its acquisition of McCaw in such merger.
The amount of funds used in making the purchases of the
Shares reported as beneficially owned in Item 5 hereof was
approximately $3,637,824,302, including commissions.
McCaw and MMM received the funds to make such purchases
through sales of stock and issuance of indebtedness during
the period from April 1988 through March 1990.
Item 4 - Purpose of Transaction
McCaw and MMM originally acquired certain of the Shares
owned by them for investment. The remainder of the Shares
were obtained pursuant to a tender offer completed on March
5, 1990 (the "Tender Offer") pursuant to which MMM acquired
21,900,000 shares. In the Tender Offer McCaw obtained
control of the Issuer subject to certain ongoing obligations
set forth in the Private Market Value Guarantee, dated as of
December 11, 1989, a copy of which is attached as Exhibit
99.1 (the "PMVG"). In addition to the rights and
obligations of McCaw in the PMVG as described below, the
Reporting Persons intend to review on a continuing basis
their investment in the Issuer and may increase such
investment. The extent of any such increase would depend
upon the price and availability of the Issuer's securities,
subsequent developments affecting the Issuer, the Issuer's
business and prospects, other investment and business
opportunities available to the Reporting Persons, general
stock market and economic conditions, tax considerations,
and other factors, including the obtaining of any necessary
regulatory approvals. In addition, the Reporting Persons
may decide to decrease their investment in the Issuer,
depending upon their continuing review of such investment
and various other factors including those mentioned above.
As described in Item 6 below, on January 1, 1995 (the
"Initiation Date") a process commenced under the PMVG to
determine the private market value per Share (the "Private
Market Price"). After the Private Market Price is
determined in accordance with the procedures set forth in
the PMVG, McCaw will have 45 days to decide whether it
desires to proceed with an acquisition of all the public
Shares (an "Acquisition") at that price, subject to the
approval of the LIN public shareholders. (See Item 6.)
The PMVG defines the private market value per Share as "the
private market price per Share (including control premium)
that an unrelated third party would pay if it were to
acquire all outstanding Shares (including the Shares held by
McCaw and its affiliates) in an arm's-length transaction,
assuming that LIN was being sold in a manner designed to
attract all possible participants (including the Regional
Bell Operating Companies) and to maximize stockholder value,
including if necessary through the sale or other disposition
(including tax-free spin-offs, if possible) of businesses
prohibited by legal restrictions to be owned by any
particular buyer or class of buyers (e.g., the Regional Bell
Operating Companies)." Under the PMVG, the Private Market
Price will be determined, using this definition, by an
appraiser designated by McCaw and an appraiser designated by
the Independent Directors (as defined in Item 6 below) of
LIN and, if necessary, by a third appraiser.
On January 4, 1995, AT&T and McCaw announced that Morgan
Stanley & Co. Incorporated ("Morgan Stanley") will serve as
McCaw's appraiser under the PMVG. Also on January 4, 1995,
the Independent Directors announced that Lehman Brothers
Inc. ("Lehman Brothers") and Bear, Stearns & Co. ("Bear
Stearns") will serve jointly as the Independent Directors'
appraiser under the PMVG.
AT&T and McCaw have not made any decision on whether McCaw
should proceed with an Acquisition. If the Private Market
Price is set at a level that AT&T and McCaw believe, in
their sole discretion, is reasonable, AT&T and McCaw expect
that McCaw would seek to proceed with an Acquisition. If
the Private Market Price is set at a level that AT&T and
McCaw believe, in their sole discretion, is not reasonable,
AT&T and McCaw expect that McCaw would not proceed with an
Acquisition.
If McCaw does not proceed with an Acquisition, the PMVG
provides that McCaw will put the Issuer in its entirety up
for sale under the direction of the Independent Directors.
Any such sale would also be subject to the approval of the
LIN public shareholders.
The press release of AT&T and McCaw issued on January 4,
1995, announcing that Morgan Stanley will serve as McCaw's
appraiser under the PMVG, is attached hereto as Exhibit
99.2.
Item 5 - Interest in Securities of Issuer
(a) MMM owns directly 26,989,500 Shares, representing
approximately 52.0% 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, except for Wayne M.
Perry, Vice Chairman of McCaw, who owns 900 Shares and has
options to purchase 59,100 Shares, and Tom A. Alberg,
Executive Vice President of McCaw, who owns 11,370 Shares
and has options to purchase 100,000 Shares, all as of the
date hereof.
(b) MMM has the sole power to vote, or to direct the vote, and
the sole power to dispose of, or to direct the disposition
of, the Shares owned by it. Because they control MMM, the
other Reporting Persons could be deemed to exercise indirect
sole power to vote and dispose of the Shares.
(c) There have been no transactions in the Shares effected by
the Reporting Persons during the past 60 days.
(d) No person other than MMM has the right to receive or the
power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares beneficially owned by
MMM.
(e) Not applicable.
Item 6 - Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
With the exception of the PMVG, neither the Reporting
Persons, nor, to the best knowledge of the Reporting
Persons, any of the executive officers and directors of the
Reporting Persons, has any contracts, arrangements,
understanding or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of any
securities of the Issuer, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of
profits, division of profits, or loss, or the giving or
withholding or proxies.
The PMVG provides among other things that, for as long as
McCaw and its affiliates beneficially own in the aggregate
at least 25% of the outstanding shares of the Issuer's
Common Stock ("Shares") on a fully diluted basis or McCaw's
designees constitute a majority of the Board of Directors of
the Issuer, and any Shares are held by other persons, the
following provisions shall apply:
Independent Directors. Three members of the Issuer's board
of directors (the "Independent Directors") will be
independent directors as determined under the New York Stock
Exchange Rules (i.e., independent of management of McCaw and
its affiliates and free of any relationship that, in the
opinion of the Issuer's Board of Directors, would interfere
with the exercise of independent judgment). The current
Independent Directors are persons who served on the Issuer's
Board of Directors prior to the completion by McCaw of its
tender offer for the Issuer. At each annual meeting of the
Issuer's stockholders, Independent Directors are nominated
by the then current Independent Directors and elected by a
Majority Vote of the Public Stockholders, as defined below.
Independent Directors are subject to removal only (a) for
cause, (b) if a majority of the Independent Directors
approve such removal or (c) if such removal is approved by a
Majority Vote of the Public Stockholders.
"Majority Vote of the Public Stockholders" means (a) the
affirmative vote of the holders of at least a majority of
the Public Shares present and entitled to vote at any
meeting at which the holders of a majority of the Public
Shares are present or (b) the action by written consent (in
accordance with applicable provisions of Delaware law and
the Issuer's certificate of incorporation and by-laws) of
the holders of a majority of the Public Shares. "Public
Shares" means Shares not owned by McCaw or any of its
affiliates.
Sale of the Issuer. Pursuant to the PMVG, the Independent
Directors designated Lehman Brothers and Bear Stearns and
McCaw designated Morgan Stanley, in each case to determine
the Private Market Price. Under certain circumstances
specified in the PMVG, another investment banking firm of
recognized national standing may be mutually designated to
assist in determining the Private Market Price.
Once the Private Market Price is determined pursuant to the
procedures provided for in the PMVG, McCaw will have 45 days
to decide whether it desires to proceed with an Acquisition
at that price. If McCaw decides to proceed with an
Acquisition, it may pay the Private Market Price in cash or
any combination of cash, common equity securities and/or
nonconvertible senior or subordinated "current cash pay"
debt securities that the Independent Directors, after
consultation with their investment banking firm, believe in
good faith will have an aggregate market value, on a fully
distributed basis, of not less than the Private Market
Price. If McCaw determines to proceed with an Acquisition
as set forth above, it will enter into an agreement with the
Issuer (containing customary terms and conditions) and will
cause a meeting of stockholders of the Issuer to be held as
soon as practicable to consider and vote thereon. The
Acquisition may only be completed if it is approved by a
Majority Vote of the Public Stockholders.
If McCaw determines not to proceed with an Acquisition, or
if despite McCaw's good faith efforts an Acquisition has not
been completed within 12 months following the Initiation
Date (or, if an Acquisition has been approved by a Majority
Vote of the Public Stockholders and is being pursued in good
faith by McCaw but has not been completed due to regulatory
delays or litigation, 20 months following the Initiation
Date), McCaw will put the Issuer in its entirety up for sale
under direction of the Independent Directors in a manner
intended by the Independent Directors to maximize value for
all Shares. The sale procedures will be set by the
Independent Directors and may include, if necessary in order
to maximize stockholder value, provision for the sale or
other disposition of businesses prohibited by legal
restrictions to be owned by any particular buyer or class of
buyers (e.g., the Regional Bell Operating Companies). 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 Shares and will cause a
meeting of the Issuer's stockholders to be held as soon as
practicable to consider and vote thereon. McCaw will not
bid unless requested to do so by the Independent Directors.
McCaw will fully cooperate in this process and, if one or
more of the transactions so selected by the Independent
Directors are approved by a Majority Vote of the Public
Stockholders, will cause all Shares owned by it or its
affiliates to be voted in favor thereof. Any sale of the
Issuer would be subject to receipt of FCC and other
necessary regulatory approvals.
If a transaction is presented for approval at a meeting of
stockholders as contemplated above and fails to receive the
requisite Majority Vote of the Public Stockholders, McCaw
will have no further rights or obligations to purchase the
remaining interest in the Issuer, but the remainder of the
PMVG shall continue to apply to the extent described
therein.
Continuing Stockholder Protections. Except as described
above, neither McCaw nor any of its non-LIN affiliates may
engage in any material transaction (including, without
limitation, agreements, such as roaming agreements, which
are standard in the industry) with the Issuer or any of its
subsidiaries (other than proportionate as a stockholder of
the Issuer) unless such transaction has been approved by a
majority of the Independent Directors.
Except as described above, neither McCaw nor any of its non-
LIN affiliates may engage in a merger or consolidation with
the Issuer, or purchase all or substantially all of the
Issuer's assets, unless the transaction is approved not only
by a majority of the Independent Directors but also by a
Majority Vote of the Public Stockholders. In deciding
whether to approve such a transaction, the Independent
Directors will be instructed to consider as a fair price per
Share the private market price per Share (including control
premium) that an unrelated third party would pay if it were
to acquire all outstanding Shares (including the Shares held
by McCaw and its affiliates) in an arm's length transaction,
assuming that the Issuer was being sold in the manner
contemplated above. The Independent Directors will retain
independent financial advisors and counsel to advise them
with respect to any such transaction.
No transaction will be undertaken, and the Issuer will not
take any action, whether or not approved by a majority of
the board of directors of the Issuer, 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 (other than acquisitions of additional cellular
interests in markets in which the Issuer has an interest),
whether or not approved by a majority of the board of
directors of the Issuer, 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.
Additional Share Purchases. Except as permitted above,
neither McCaw nor any of its non-LIN affiliates may purchase
additional Shares if, after giving effect thereto, they
would beneficially own in the aggregate more than 75% of the
outstanding Shares on a fully diluted basis.
Corporate Opportunities. McCaw will direct to the Issuer,
and the Issuer will have a priority right to pursue, all
corporate opportunities to acquire interests in U.S.
cellular telephone systems other than those in markets in
which McCaw has an interest or contiguous to markets in
which McCaw has such an interest (in the latter instance,
however, only if such market is not a market in which the
Issuer has such an interest or contiguous to such a market).
For purposes of the foregoing, a party will not be deemed to
have an interest in a cellular telephone system solely by
reason of such party's ownership of less than a majority
equity interest in a public company having such an interest.
The Independent Directors will be afforded an amount of time
reasonably necessary to consider any such transaction,
consistent with any time constraints imposed by the other
party to such transaction, and if and for as long as a
majority of the Independent Directors desire to pursue such
transaction, McCaw will not separately pursue that
transaction.
Certain Transferees Bound. Except pursuant to a sale of the
Issuer as described above, neither McCaw nor any of its non-
LIN affiliates may sell more than 25% of the outstanding
Shares on a fully diluted basis to a third party or group
unless that third party or group agrees in writing to be
bound by the provisions set forth in the PMVG to the same
extent as McCaw is so bound.
Amendments. The provisions of the PMVG may be amended in
any respect not materially adverse to the holders of Public
Shares, but only if the amendment is approved by a majority
of the Independent Directors. Any such amendment will
promptly be disclosed in a filing with the Securities and
Exchange Commission. The determination of the Independent
Directors as to whether an amendment is materially adverse
to the holders of Public Shares shall be final and shall
bind all holders of Public Shares. The provisions of the
PMVG may also be amended in any other respect if the
amendment is approved by a Majority Vote of the Public
Stockholders.
The foregoing description of the PMVG is qualified in its
entirety by reference to the full text of the PMVG, which is
attached hereto as Exhibit 99.1.
Item 7 - Material to be Filed as Exhibits
99.1 Private Market Value Guarantee, dated December 11,
1989, between McCaw and the Issuer.
99.2 Press Release of AT&T and McCaw issued on January 4,
1995.
99.3 Statement of Reporting Persons pursuant to Rule
13d-1(f)(1) (see signature page).
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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: January 5, 1995 Marilyn J. Wasser
Vice President-Law and Secretary
McCAW CELLULAR COMMUNICATIONS, INC.
By: ANDREW A. QUARTNER
-----------------------------
Date: January 5, 1995 Andrew A. Quartner
Senior Vice President-Law
MMM HOLDINGS, INC.
By: ANDREW A. QUARTNER
-----------------------------
Date: January 5, 1995 Andrew A. Quartner
Senior Vice President-Law
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APPENDIX A
EXECUTIVE OFFICERS AND DIRECTORS OF AT&T
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.
Principal Occupation or Employment;
Business Address; and Principal
Name Business of Employer
- ---------------------- ----------------------------------------
Robert E. Allen Chairman and Chief Executive Officer,
AT&T
32 Avenue of the Americas
New York, NY 10013-2412
Richard S. Bodman Senior Vice President, Corporate
Strategy and Development, AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
Harold W. Burlingame Senior Vice President - Human Resources,
AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
M. Kathryn Eickhoff President of Eickhoff Economics, Inc.
(Economic Consultants)
510 LaGuardia Place, Suite 400
New York, NY 10012
Walter Y. Elisha Chairman and Chief Executive Officer of
Springs Industries, Inc. (Textiles
Manufacturing)
205 North White Street, P.O. Box 70
Fort Mill, SC 29715
Philip M. Hawley Retired Chairman and Chief Executive
Officer of Carter Hawley Hale Stores,
Inc. (Department Stores)
444 South Flower Street, Suite 2280
Los Angeles, CA 90071-2900
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Principal Occupation or Employment;
Business Address; and Principal
Name Business of Employer
- ---------------------- ----------------------------------------
Carla A. Hills Chairman & Chief Executive Officer of
Hills & Company (international
consultants)
1200 19th Street, NW, 5th Floor
Washington, DC 20036
Belton K. Johnson Former Owner of Chaparrosa Ranch
100 West Houston Street
Suite 1100
San Antonio, TX 78205
Marilyn Laurie Senior Vice President - Public
Relations, AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
Drew Lewis Chairman and Chief Executive Officer of
Union Pacific Corp. (Transportation
Natural Resources, and Environmental
Services)
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
Alex J. Mandl Executive Vice President, AT&T & Chief
Executive Officer of Communications
Services Group
295 North Maple Avenue
Basking Ridge, NJ 07920
William B. Marx, Jr. Executive Vice President, AT&T & Chief
Executive Officer of Multimedia Products
Group
295 North Maple Avenue
Basking Ridge, NJ 07920
John S. Mayo President, Bell Laboratories Division,
AT&T
600 Mountain Avenue
Murray Hill, NJ 07974
Richard A. McGinn Executive Vice President, AT&T & Chief
Executive Officer of Network Systems
Group
475 South Street
Morristown, NJ 07962<PAGE>
<PAGE>
Principal Occupation or Employment;
Business Address; and Principal
Name Business of Employer
- ---------------------- ----------------------------------------
Donald F. McHenry President of IRC Group, Inc.
(Consultants)
Georgetown University
School of Foreign Service
ICC 301
Washington, DC 20057
Richard W. Miller Executive Vice President, AT&T & Chief
Financial Officer
295 North Maple Avenue
Basking Ridge, NJ 07920
Victor A. Pelson Executive Vice President, AT&T &
Chairman of Global Operations Team
295 North Maple Avenue
Basking Ridge, NJ 07920
Donald S. Perkins Retired Chairman of the Board of Jewel
Companies, Inc. (Diversified Retailer)
100 North Riverside Plaza
Suite 1700
Chicago, IL 60606
S. Lawrence Prendergast Vice President and Treasurer, AT&T
One Oak Way
Berkeley Heights, NJ 07922-2724
Henry B. Schacht Chairman and Former Chief Executive
Officer of Cummins Engine Company, Inc.
Box Number 3005
Columbus, IN 47202-3005
Michael I. Sovern President Emeritus & Chancellor Kent
Professor of Law at Columbia University
435 W. 116th Street, Box B20
New York, NY 10027
Daniel C. Stanzione President, Bell Laboratories Division,
AT&T
600 Mountain Avenue
Murray Hill, NJ 07974
Maureen H. Tart Vice President and Controller, AT&T
340 Mt. Kemble Avenue
Morristown, NJ 07962
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<PAGE>
Principal Occupation or Employment;
Business Address; and Principal
Name Business of Employer
- ---------------------- ----------------------------------------
Franklin A. Thomas President of the Ford Foundation
320 East 43rd Street
New York, NY 10017
Marilyn J. Wasser Vice President-Law and Secretary, AT&T
131 Morristown Road
Basking Ridge, NJ 07920
Joseph D. Williams Chairman of the Executive Committee
Warner-Lambert Co. (Pharmaceuticals,
Health Care and Consumer Products)
182 Tabor Road
Morris Plains, NJ 07950
Thomas H. Wyman Chairman, S.G. Warburg & Co., Inc.
The Equitable Center
787 7th Avenue
New York, NY 10019
John D. Zeglis Senior Vice President--General Counsel
and Government Affairs, AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
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<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS OF McCAW
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 or McCaw, the principal business of their employer is
described under Item 2 above.
Principal Occupation or Employment;
Business Address; and Principal
Name Business of Employer
- ---------------------- ----------------------------------------
Harold W. Burlingame, Senior Vice President, Human Resources
Chairman of the Board AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
Wayne M. Perry Vice Chairman of the Board and Secretary
McCaw Cellular Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
Alex J. Mandl, Executive Vice President, Chief
Director Executive Officer of Communications
Services Group
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
Richard W. Miller, Executive Vice President and Chief
Director Financial Officer
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
James L. Barksdale President, Chief Operating Officer and
Director
McCaw Cellular Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
Tom A. Alberg Executive Vice President-Legal &
Corporate Affairs
McCaw Cellular Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033<PAGE>
<PAGE>
Principal Occupation or Employment;
Business Address; and Principal
Name Business of Employer
- ---------------------- ----------------------------------------
Peter L. S. Currie Executive Vice President-Development
McCaw Cellular Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
Steven W. Hooper Executive Vice President and Chief
Financial Officer
McCaw Cellular Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
Nicolas Kauser Executive Vice President-Chief
Technology Officer
McCaw Cellular Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
<PAGE>
<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS OF MMM
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.
Principal Occupation or Employment;
Name; Position with Business Address; and Principal
MMM Business of Employer
- ---------------------- ----------------------------------------
James L. Barksdale, President, Chief Operating Officer and
Chairman of the Board Director
and Chief Executive McCaw Cellular Communications, Inc.
Officer 5400 Carillon Point
Kirkland, WA 98033
Tom A. Alberg, President, Chief Operating Officer and
Executive Vice Director
President-Legal & LIN Broadcasting Corporation
Corporate Affairs 5295 Carillon Point
and Secretary Kirkland, WA 98033
Steven W. Hooper, Executive Vice President and Chief
Executive Vice Financial Officer
President and Chief McCaw Cellular Communications, Inc.
Financial Officer 5400 Carillon Point
Kirkland, WA 98033
Wayne M. Perry, Vice Chairman of the Board
President and McCaw Cellular Communications, Inc.
Director 5400 Carillon Point
Kirkland, WA 98033
Nicolas Kauser Executive Vice President-Chief
Technology Officer
McCaw Cellular Communications, Inc.
5400 Carillon Point
Kirkland, WA 98033
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EXHIBIT INDEX
99.1 Private Market Value Guarantee, dated December 11,
1989, between McCaw and the Issuer.
99.2 Press Release of AT&T and McCaw issued on January 4,
1995.
99.3 Statement of Reporting Persons pursuant to Rule
13d-1(f)(1) (see signature page).
EXHIBIT 99.1
PRIVATE MARKET VALUE GUARANTEE
PRIVATE MARKET VALUE GUARANTEE, dated December 11, 1989
(this "Guarantee"), between McCaw Cellular Communications, Inc.,
a Delaware corporation (the "Offeror"), and LIN Broadcasting
Corporation, a Delaware corporation (the "Company").
WHEREAS, the Offeror is conducting a tender offer for
shares of common stock, par value $0.01 per share ("Shares"), of
the Company (as amended or supplemented from time to time in
accordance with the Agreement dated the date hereof between the
Offeror and the Company, the "Offer");
WHEREAS, in connection with the Offer the Offeror
undertook to enter into this Guarantee for the benefit of the
Company's stockholders (other than the Offeror and its
affiliates).
NOW, THEREFORE, in consideration of the premises and
the mutual agreements set forth herein, the parties agree as
follows:
1. Independent Directors.
Three members of the Company's board of directors (the
"Independent Directors") will be designated by the present board
of directors of the Company, from such board as comprised on this
date; provided, however, in the event that fewer than three such
persons are willing to be so designated, the present board of
directors of the Company shall designate as the remaining
Independent Directors persons who would be independent directors
as determined under the New York Stock Exchange Rules (i.e.,
independent of management of the Offeror and its affiliates and
free of any relationship that, in the opinion of the Company's
board of directors, would interfere with the exercise of
independent judgment). Independent Directors will be subject to
removal only (x) for cause, (y) if a majority of the Independent
Directors approve such removal or (z) if such removal is approved
by a Majority Vote of the Public Stockholders without any
solicitation of votes by the offeror, its affiliates or Group
Members (as defined below).
Vacancies among the Independent Directors occurring
prior to the expiration of their respective terms of office will
be filled in accordance with the vote of a majority of the
remaining Independent Directors (or, if there are none, a
majority of the directors then in office) or a Majority Vote of
the Public Stockholders. Independent Directors to be selected at
each annual meeting will be nominated by the then current
Independent Directors and elected in accordance with a Majority
Vote of the Public Stockholders. The Offeror will not, directly
or indirectly, solicit votes or otherwise take any action to
oppose the election of any nominee for Independent Director or
support any attempt to remove any Independent Director and in
each election of directors will vote its Shares and the Shares of
its subsidiaries for the Independent Director nominees receiving
the Majority Vote of the Public Stockholders.
As used herein, "Majority Vote of the Public
Stockholders" means (a) the affirmative vote of the holders of at
least a majority of the Public Shares present and entitled to
vote at any meeting at which the holders of a majority of such
Shares are present or (b) the action by written consent (in
accordance with applicable provisions of Delaware law and the
Company's certificate of incorporation and by-laws) of the
holders of a majority of the Public Shares. "Public Shares," as
used herein, means Shares not owned by the Offeror or any of its
affiliates or any member of a "group", as such term is used for
purposes of Schedule 13D under the Securities Exchange Act of
1934, of which Offeror or its affiliates are members with respect
to securities of the Company (collectively, "Group Members").
The Company will treat the Independent Directors in a
manner comparable to the treatment of outside directors of
comparable public companies, including by providing
indemnification, compensation and expense reimbursement
arrangements at least as favorable as the indemnification,
compensation and expense reimbursement arrangements provided to
outside directors of the Company as of November 30, 1989, and
provide notice of board meetings and agendas there for and
generally maintain the frequency thereof consistent with past
practice of the Company.
2. Sale of the Company.
(A) Appraisers. On or about January 1, 1995 (the
"Initiation Date"), the Independent Directors will designate an
investment banking firm of recognized national standing (the
"Independent Directors' Appraiser") and the Offeror will
designate an investment banking firm of recognized national
standing (the "Offeror's Appraiser"), in each case to determine
the private market value per Share.
(B) Definition of Private Market Value. The Offeror
acknowledges that the consideration that would constitute private
market value per Share is the private market price per Share
(including control premium) that an unrelated third party would
pay if it were to acquire all outstanding Shares (including the
Shares held by the Offeror and its affiliates) in an arm's-length
transaction, assuming that the Company was being sold in a manner
designed to attract all possible participants (including the
Regional Bell Operating Companies) and to maximize stockholder
value, including if necessary through the sale or other
disposition (including tax-free spin-offs, if possible) of
businesses prohibited by legal restrictions to be owned by any
particular buyer or class of buyers (e.g., the Regional Bell
Operating Companies). Each of the investment banking firms
referred to in this Section 2 will be instructed to determine
private market value per Share in this manner.
(C) Determination of Private Market Price. Within 30
days after the Initiation Date, the Independent Directors'
Appraiser and the Offeror's Appraiser will each determine its
initial view as to the private market value per Share and consult
with one another with respect thereto. By the 45th day after the
Initiation Date, the Independent Directors' Appraiser and the
Offeror's Appraiser will each have determined its final view as
to the private market value per Share. At that point, if the
Higher Appraised Amount (as defined below) is not more than 110%
of the Lower Appraised Amount (as defined below), the private
market price per Share (the "Private Market Price") will be the
average of those two views. Otherwise, the Independent
Directors' Appraiser and the Offeror's Appraiser will agree upon
and jointly designate a third investment banking firm of
recognized national standing (the "Mutually Designated
Appraiser") to determine such private market value. The Mutually
Designated Appraiser will, no later than the 65th day after the
Initiation Date, determine such private market value (the
"Mutually Appraised Amount"), and the Private Market Price will
be (x) the Mutually Appraised Amount, if such amount falls within
the range of values that is greater than one-third and less than
two-thirds of the way between the Lower Appraised Amount and the
Higher Appraised Amount, and (y) the average of the Mutually
Appraised Amount and the other Appraised Amount (Lower or Higher)
that is closest to the Mutually Appraised Amount, if the Mutually
Appraised Amount does not fall within that range; provided,
however, that the Private Market Price may not be less than the
Lower Appraised Amount nor more than the Higher Appraised Amount.
As used herein, "Lower Appraised Amount" means the
lower of the respective final views of the Independent Directors'
Appraiser and the Offeror's Appraiser as to private market value
per Share and "Higher Appraised Amount" means the higher of such
respective final views.
(D) Acquisition Proposal. Once the Private Market
Price is determined as provided above, the Offeror will have 45
days to decide whether it desires to proceed with an acquisition
of all of the Public Shares (an "Acquisition") at that price. If
the Offeror decides to proceed with an Acquisition, it may pay
the Private Market Price in cash or any combination of cash,
on equity securities and/or non-convertible senior or
subordinated "current cash pay" debt securities that the
Independent Directors, after consultation with their investment
banking firm, believe in good faith will have an aggregate market
value, on a fully distributed basis, of not less than the Private
Market Price.
(E) Meeting of Stockholders. If the Offeror
determines to proceed with an Acquisition as set forth above, it
will enter into an agreement with the Company therefor
(containing customary terms and conditions applicable in a
situation in which the acquiror has an ownership position
comparable to Offeror's ownership interest in the Company) and
will cause a meeting of stockholders of the Company to be held as
soon as practicable to consider and vote thereon. The
Acquisition may only be completed if it is approved by a Majority
Vote of the Public Stockholders.
(F) Sale of the Company. Subject to subparagraph (G)
below, if the Offeror determines not to proceed with an
Acquisition, or if despite Offeror's good faith efforts an
Acquisition has not been completed within 12 months following the
Initiation Date (or, if an Acquisition has been approved by a
Majority Vote of the Public Stockholders and is being pursued in
good faith by the Offeror but has not been completed due to
regulatory delays or litigation, 20 months following the
Initiation Date), the Offeror will put the entire Company up for
sale under direction of the Independent Directors in a manner
intended by the Independent Directors to maximize value for all
Shares. The sale will be conducted by the Independent Directors,
with the advice of independent financial advisors and counsel
selected by the Independent Directors, whose fees shall be
reimbursed by the Company, and the Offeror will not bid unless
requested to do so by the Independent Directors. The sale
procedures will be set by the Independent Directors and may
include, if necessary in order to maximize stockholder value,
provision for the sale or other disposition (including tax-free
spin-offs, if possible) of businesses prohibited by legal
restrictions to be owned by any particular buyer or class of
buyers (e.g., the Regional Bell Operating Companies). The
Independent Directors will select from among the proposed
transactions the one or more transactions determined by them as
being most likely to maximize value for all Shares and will cause
a meeting of the Company's stockholders to be held as soon as
practicable to consider and vote thereon. The Offeror will fully
cooperate in this process and, if the one or more transactions so
selected by the Independent Directors are approved by a Majority
Vote of the Public Stockholders, will cause all Shares owned by
it or its affiliates to be voted in favor thereof. Any sale of
the Company pursuant to this subsection would be subject to
receipt of FCC and other necessary regulatory approvals. Offeror
will not take any action, including any action involving any
judicial, regulatory or legislative body, that is intended to, or
will have the effect of, delaying or preventing consummation of
any transaction so selected and approved.
(G) Survival of Guarantee. If a transaction is
presented for approval at a meeting of stockholders as
contemplated by either subsection (E) or (F) above and fails to
receive the requisite Majority Vote of the Public Stockholders,
there will be no further rights or obligations under this Section
2, but the remainder of this Guarantee shall continue to apply to
the extent described herein.
3. Continuing Stockholder Protections.
(A) Approvals Required for Transactions with
Affiliates. Except as permitted by Section 2 above, neither the
Offeror nor any of its non-Company affiliates may engage in any
material transaction (including, without limitation, agreements,
such as roaming agreements, which are standard in the industry)
with the Company or any of its subsidiaries (other than pro rata
as a stockholder of the Company) unless such transaction has been
approved by a majority of the Independent Directors.
(B) Approvals Required for Mergers. Except as
permitted by Section 2 above, neither the Offeror nor any of its
non-Company affiliates may engage in a merger or consolidation
with the Company, or purchase all or substantially all of the
Company's assets, unless the transaction is approved not only by
a majority of the Independent Directors but also by a Majority
Vote of the Public Stockholders. In deciding whether to approve
such a transaction, the Independent Directors will be instructed
to consider as a fair price per Share the private market price
per share (including control premium) that an unrelated third
party would pay if it were to acquire all outstanding Shares
(including the Shares held by the Offeror and its affiliates) in
an arm's-length transaction, assuming that the Company was being
sold in a manner designed to attract all possible participants
(including the Regional Bell Operating Companies) and to maximize
stockholder value, including if necessary through the sale or
other disposition (including tax-free spin-offs, if possible) of
businesses prohibited by legal restrictions to be owned by any
particular buyer or class of buyers (e.g., the Regional Bell
Operating Companies). The Independent Directors will retain
independent financial advisors and counsel to advise them with
respect to any such transaction, whose reasonable costs, expenses
and indemnities will be paid for and provided by the Company.
(C) Independent Director Veto. No transaction will be
undertaken, and the Company will not take any action, whether or
not approved by a majority of the board of directors of the
Company, if the Independent Directors determine in their good
faith judgment by unanimous vote that such transaction or action
would likely depress the value of the Company on the Initiation
Date. In addition, the Company will not acquire or dispose of
any business (other than acquisitions of additional cellular
interests in markets in which the Company has an interest),
whether or not approved by a majority of the board of directors
of the Company, if the Independent Directors determine in their
good faith judgment by unanimous vote that such acquisition or
disposition is not in the best interests of the Company.
4. Additional Share Purchases. Except as permitted
by Sections 2 and 3 above, neither the Offeror nor any of its
non-Company affiliates may purchase additional Shares if, after
giving effect thereto, they would beneficially own in the
aggregate more than 75% of the outstanding Shares on a fully
diluted basis.
5. Corporate Opportunities. The Offeror will direct
to the Company, and the Company will have a priority right to
pursue, all corporate opportunities to acquire interests in U.S.
cellular mobile telephone systems other than those in markets in
which the Offeror has such an interest or contiguous to markets
in which the Offeror has such an interest (in the latter
instance, however, only if such market is not a market in which
the Company has such an interest or contiguous to such a market).
For purposes of the foregoing, a party will not be deemed to have
an interest in a cellular mobile telephone system solely by
reason of such party's ownership of less than a majority equity
interest in a public Company having such an interest. The
Independent Directors shall be afforded an amount of time
reasonably necessary to consider any such transaction, consistent
with any time constraints imposed by the other party to such
transaction, and if and for so long as a majority of the
Independent Directors desire to pursue such transaction, the
Offeror will not Separately pursue that transaction.
6. Certain Transferees Bound. Except pursuant to
Section 2(F) above, neither the Offerer nor any of its non-Company
affiliates may sell more than 25% of the outstanding
Shares on a fully diluted basis to a third party or group unless
that third party or group agrees in writing to be bound by the
provisions set forth in this Guarantee as they would apply if the
term "Offeror" as used herein were defined to mean such third
party or group.
7. Amendments. The provisions of this Guarantee may
be amended in any respect not materially adverse to the holders
of Public Shares, but only if the amendment is approved by a
majority of the Independent Directors. Any such amendment will
promptly be disclosed in a filing with the Securities and
Exchange Commission. The determination of the Independent
Directors as to whether an amendment is materially adverse to the
holders of Public Shares shall be final and shall bind all
holders of Public Shares.
The provisions of this Guarantee may also be amended in
any other respect if the amendment is approved by a Majority Vote
of the Public Stockholders.
8. Effectiveness and Termination. The obligations
of the Offeror under this Guarantee shall become effective upon
the acceptance by the Offerer of Shares for purchase pursuant to
the Offer. This Guarantee shall cease to be in effect if at any
time (I) the Offeror, its affiliates and Group Members
beneficially own in the aggregate less than 25% of the
outstanding Shares on a fully diluted basis and the Offeror's
designees no longer constitute a majority of the Board of
Directors of the Company (provided that in such event this
Guarantee shall come back into effect if, at any time within two
years thereafter, (A) the Offeror, its affiliates and Group
Members shall beneficially own in the aggregate 25% or more (but
less than 100%) of the Outstanding Shares on a fully diluted
basis or (B) the Offeror's designees shall again constitute a
majority of the Board of Directors of the Company) or (ii) the
Offeror, its affiliates and Group Members beneficially own in the
aggregate 100% of the outstanding Shares.
9. Further Assurances. Each party shall execute and
deliver such additional instruments and other documents and shall
take such further actions as may be necessary or appropriate to
effectuate, carry out and comply with all of the terms of this
Guarantee and the transactions contemplated hereby.
10. Remedies. The parties acknowledge that money
damages may not be an adequate remedy for violations of this
Agreement and that any party may, in its sole discretion, apply
to any court of competent jurisdiction for specific performance
or injunctive or such other relief as such court may deem just
and proper in order to enforce this Agreement or prevent any
violation hereof and, to the extent permitted by applicable law,
each party waives any objection to the imposition of such relief.
11. Notices. etc. All notices, requests, demands or
other communications required by or otherwise with respect to
this Guarantee shall be in writing and shall be deemed to have
been duly given to any party when delivered personally (by
courier service or otherwise), when delivered by fax and
confirmed, or to any party five days after being mailed by
certified mail, return receipt requested, in each case to the
applicable addresses set forth below:
If to Offeror:
McCaw Cellular Communications, Inc.
5400 Carillon Point
Kirkland, Washington 94033
Attn: Wayne Perry, Vice Chairman
Fax no.: 206-828-8450
with a copy to:
McCaw Cellular Communications, Inc.
1250 Connecticut Avenue, NW, Suite 401
Washington, D.C. 20036
Attn: Andrew A. Quartner, Esq.
Fax no.: 202-223-9095
If to the Company:
LIN Broadcasting Corporation
1370 Avenue of the Americas
New York, New York 10019
Attn: President
Fax no.: 212-582-0479
with a copy to:
Cravath, Swains & Moore
Worldwide Plaza
828 8th Avenue
New York, New York 10019
Attn: Robert Rosenman, Esq.
Fax no.: 212-474-3700
and a copy to:
The designated representative of the
Independent Directors and their
counsel, if any
or to such other address as such party shall have designated by
notice so given to each other party.
12. Entire Agreement. This Guarantee embodies the
entire agreement and understanding between the parties relating
to the subject matter hereof and supersedes all prior agreements
and understandings relating to such subject matter.
13. Successors and Assigns. This Guarantee shall be
binding upon and shall inure to the benefit of and be enforceable
by the Offeror and the Independent Directors of the Company and
their respective successors and assigns, provided that neither
the rights nor the obligations of any party may be assigned or
delegated without the prior written consent of the other parties.
14. Governing Law. This Guarantee and all disputes
hereunder shall be governed by and construed and enforced in
accordance with the laws of the State of New York applicable to
contracts made and Performed in that State.
15. Name. Captions. The section captions used herein
are for convenience of reference only and shall not affect the
interpretation or construction hereof.
16. Counterparts. This Guarantee may be executed in
any number of counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one
instrument. Each counterpart may consist of a number of copies
each signed by less than all, but together signed by all the
parties hereto.
IN WITNESS WHEREOF, the parties have duly executed this
Guarantee as of the date first above written.
McCAW CELLULAR COMMUNICATIONS,
INC.
by
Title:
LIN BROADCASTING CORPORATION
by
Title:
EXHIBIT 99.2
NEWS RELEASE
For further information:
Dick Gray (908) 221-5057 (office)
(908) 232-3706 (home)
Bob Ratliffe (206) 828-8685 (office)
(206) 979-4254 (cellular)
AT&T selects Morgan Stanley as appraiser on LIN Broadcasting
FOR RELEASE: WEDNESDAY, JANUARY 4, 1995
NEW YORK - AT&T and its subsidiary, McCaw Cellular
Communications, Inc., announced today that Morgan Stanley & Co.
Incorporated will serve as McCaw's appraiser under the private
market value guarantee between McCaw and LIN Broadcasting Corp.
The agreement, reached in 1990 when McCaw acquired a
controlling interest in LIN, gives McCaw the right to purchase
the remaining 48 percent of LIN at an appraised private market
value, subject to the approval of the LIN public shareholders.
Under the valuation agreement, private market value is
defined as the price per share, including control premium, that
an unrelated third party would pay if it were to acquire all the
outstanding shares of LIN, including the shares held by McCaw, in
an arm's-length transaction and assuming that LIN was being sold
in a manner designed to attract all possible participants and to
maximize shareholder value. Using this definition, Morgan
Stanley and the appraiser appointed by the LIN independent
directors, and possibly a third appraiser, will determine the
private market value of LIN.
As previously stated, AT&T and McCaw have not decided
whether to acquire the public shares of LIN. AT&T said that if
it believes the private market value price set under the process
is reasonable, it would plan to proceed with the acquisition. If
AT&T believes the price is not reasonable, it would not proceed
with the acquisition.
If AT&T and McCaw decide not to proceed with an acquisition,
the valuation agreement calls for McCaw to offer all of LIN for
sale under the direction of the independent directors. Any such
sale would also be subject to the approval of the LIN public
shareholders.
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