UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 40 )*
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)
February 15, 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. 40 (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
The information contained in Item 4 of the Schedule 13D is
hereby supplemented by the following:
Pursuant to the PMVG, on February 15, 1995, Morgan Stanley,
as McCaw's appraiser, and Lehman Brothers and Bear Stearns,
acting jointly as the Independent Directors' appraiser,
reached their final views as to the private market value per
Share. Morgan Stanley's final view was $105 per Share.
Lehman Brothers' and Bear Stearns' joint final view was $155
per Share.
Because these final views are more than 10% apart, the PMVG
requires that a third investment banking firm of recognized
national standing (the "Mutually Designated Appraiser") be
mutually designated to determine, by March 7, 1995, its view
of the private market value per Share. The Mutually
Designated Appraiser will be designated by Morgan Stanley
and Lehman Brothers and Bear Stearns. The appraisal of the
Mutually Designated Appraiser will be the Private Market
Price under the PMVG if it is more than one-third and less
than two-thirds of the way between the first two appraisals
(i.e., between $121-2/3 and $138-1/3). Otherwise, the
Private Market Price will be the average of the appraisal of
the Mutually Designated Appraiser and the closest of the
other two appraisals (but not more than $155 nor less than
$105).
The press release of AT&T and McCaw issued on February 15,
1995, announcing the final views of Morgan Stanley and of
Lehman Brothers and Bear Stearns, is attached hereto as
Exhibit 99.1.
<PAGE>
Item 7 - Material to be Filed as Exhibits
The information contained in Item 7 of the Schedule 13D is
hereby supplemented by the following:
99.1 Press Release of AT&T and McCaw issued on February 15,
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: February 16, 1995 Marilyn J. Wasser
Vice President-Law and Secretary
McCAW CELLULAR COMMUNICATIONS, INC.
By: ANDREW A. QUARTNER
-----------------------------
Date: February 16, 1995 Andrew A. Quartner
Senior Vice President-Law
MMM HOLDINGS, INC.
By: ANDREW A. QUARTNER
-----------------------------
Date: February 16, 1995 Andrew A. Quartner
Senior Vice President-Law
<PAGE>
<PAGE>
EXHIBIT INDEX
99.1 Press Release of AT&T and McCaw issued on February 15,
1995.
EXHIBIT 99.1
AT&T
NEWS RELEASE
For further information:
Eileen M. Connolly (908) 221-6731 (office)
(914) 361-4615 (home)
Dick Gray (908) 221-5057 (office)
(908) 232-3706 (home)
APPRAISERS DETERMINE PRIVATE MARKET VALUE FOR LIN
FOR RELEASE: Wednesday, February 15, 1995
NEW YORK -- AT&T and McCaw Cellular today said that Morgan
Stanley has determined that its view of the private market value
of LIN Broadcasting, as defined under an earlier agreement, is
$105 per share. Morgan Stanley, as announced last month, was
named by McCaw to appraise the value under the agreement reached
in 1989 when McCaw acquired 52 percent of LIN.
The agreement gives McCaw the right to purchase the
remaining 48 percent of LIN at an appraised private market price,
subject to approval of the LIN public shareholders. The
investment bankers retained by the independent directors of LIN
have indicated that their view of the private market value of LIN
is $155 per share.
The agreement defines private market value 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 McCaw's holdings, in an arm's-length transaction.
The valuation agreement also assumes that the company was being
sold in a manner designed to attract all possible participants
and to maximize shareholder value.
If, as happened, the appraisals are more than 10 percent
apart, the agreement calls for a third investment bank to be
selected and asked to determine its view of the private market
value within 20 days. Morgan Stanley and the investment bankers
retained by the independent directors of LIN will select the
third bank. Once the final valuation is determined under the
agreement, McCaw will have 45 days to decide if it will proceed
with the acquisition.
AT&T and McCaw reemphasized that McCaw has not decided if it
will offer to acquire LIN's public shares and said it would do so
only if it believes the private market price set under the
process defined in the agreement is reasonable.
If McCaw decides not to proceed with the acquisition, the
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.
LIN has a total of about 53.3 million shares on a fully
diluted basis, including those owned by McCaw.
# # #
