UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 43 )*
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)
April 7, 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. 43 (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:
On April 7, 1995, AT&T and McCaw announced that McCaw had
decided to proceed with an acquisition of the Public Shares
at the Private Market Price of $127.50 per share in cash by
means of a merger of LIN and a subsidiary of McCaw. The
merger will be subject to approval of the holders of a
majority of the Public Shares present at a meeting of LIN
stockholders to be held to vote thereon.
The full text of the press release issued on April 7, 1995
announcing McCaw's decision is attached hereto as Exhibit
99.1.
Item 7. Material to be Filed as Exhibits
The information contained in Item 7 of the Schedule 13D is
hereby supplemented by the following:
99.1 Press release issued on April 7, 1995.
<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: April 10, 1995 Marilyn J. Wasser
Vice President-Law and Secretary
McCAW CELLULAR COMMUNICATIONS, INC.
By: ANDREW A. QUARTNER
-----------------------------
Date: April 10, 1995 Andrew A. Quartner
Senior Vice President-Law
MMM HOLDINGS, INC.
By: ANDREW A. QUARTNER
-----------------------------
Date: April 10, 1995 Andrew A. Quartner
Senior Vice President-Law
<PAGE>
<PAGE>
EXHIBIT INDEX
99.1 Press release issued on April 7, 1995.
EXHIBIT 99.1
NEWS RELEASE
McCAW TO BUY THE REST OF LIN
FOR RELEASE: Friday, April 7, 1995
NEW YORK - AT&T and McCaw Cellular today announced that
McCaw has decided to proceed with an acquisition of the public
shares of LIN Broadcasting at $127.50 per share in cash. The
cost of the acquisition is approximately $3.3 billion.
The price of LIN was determined under terms of an agreement
between McCaw and LIN, reached in 1989 when McCaw acquired a
controlling interest in LIN. Under the valuation agreement,
McCaw has the right to purchase the remaining 48 percent of LIN
at an assessed private market value. The investment banking firm
of Wasserstein Perella & Co. determined the private market value
price under that agreement and thus the purchase price of
$127.50.
The next step in the process is for McCaw and LIN to enter
into a merger agreement, which will be presented to the LIN
public shareowners. The merger agreement will require the
approval of a majority of the LIN public shares.
LIN has a total of about 53.3 million shares on a fully
diluted basis.
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