UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 48 )*
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. AT&T Wireless Services, Inc.
32 Avenue of the Americas (formerly McCaw
New York, NY 10013-2412 Cellular Communications, Inc.)
(212) 387-5400 1150 Connecticut Ave., NW
Washington, DC 20036
(202) 223-9222
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 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> 1
This Amendment No. 48 (the "Amendment") amends the Schedule
13D originally filed on April 7, 1988, as previously amended (the
"Schedule 13D"), with regard to the Common Stock, par value $.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 September 15, 1995, the Delaware Court of Chancery
entered an Order and Final Judgment of even date (the "Order and
Final Judgment") approving the settlement of the Stockholders
Litigation and awarding attorneys' fees of $9,000,000.
The full text of the Order and Final Judgment 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 Order and Final Judgment, dated September 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.
MARILYN J. WASSER
By: --------------------------
Date: September 18, 1995 Marilyn J. Wasser
Vice President-Law
and Secretary
AT&T WIRELESS SERVICES, INC.
ANDREW A. QUARTNER
By: ---------------------------
Date: September 18, 1995 Andrew A. Quartner
Senior Vice President-Law
MMM HOLDINGS, INC.
ANDREW A. QUARTNER
By: ---------------------------
Date: September 18, 1995 Andrew A. Quartner
Senior Vice President-Law
<PAGE>
<PAGE>
EXHIBIT INDEX
99.1 Order and Final Judgment, dated September 15,
1995.
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE LIN BROADCASTING CORPORATION ) Consolidated
SHAREHOLDERS LITIGATION ) C.A. No. 14039
ORDER AND FINAL JUDGMENT
On the 15th day of September, 1995, a hearing having
been held before this Court to determine whether the terms of the
Stipulation of Settlement dated July 27, 1995 (the
"Stipulation"), and the terms and conditions of the settlement
proposed in the Stipulation (the "Settlement"), and all
transactions referred to therein or preparatory or incident
thereto, are fair, reasonable and adequate for the settlement of
all claims asserted herein; and whether judgment should be
entered in this civil action (the "Delaware Action") dismissing
the Delaware Action on the merits with prejudice as against all
of the plaintiffs and all members of the Settlement Class
certified in this Court's Order dated July 28, 1995; and the
Court having considered all matters submitted to it at the
hearing and otherwise;
<PAGE>
NOW, THEREFORE, IT IS HEREBY ORDERED THAT:
1. The Notice and Summary Notice (as defined in
paragraph 8(b) of the Stipulation), are hereby determined to be
the best practicable notice under the circumstances and in full
compliance with Rule 23 of the Court of Chancery and the
requirements of due process.
2. The Delaware Action shall be maintained and
proceed as a consolidated class action with the named plaintiffs
in the Delaware Action as class representatives, pursuant to
Court of Chancery Rules 23(a) and 23(b)(1) and 23(b)(2), on
behalf of all record holders and beneficial owners of the common
stock of LIN Broadcasting Corp. ("LIN") at any time on or after
January 1, 1995 up to and including the Effective Time of the
Merger, including those who have sold their LIN stock and thus no
longer are current LIN shareholders (the "Settlement Class").
Excluded from the Settlement Class are the defendants herein,
members of the immediate family of each of the Individual
Defendants and LIN Independent Directors, any person, firm,
trust, corporation, officer, director or other individual or
entity in which any defendant has a controlling interest or which
is related to or affiliated with any of the defendants and the
legal representatives, heirs, successors in interest or assigns
of any such excluded party. The Court determines, for purposes
of the Settlement only, that the requirements of Court of
Chancery Rules 23(a) and 23(b)(1) and 23(b)(2) have been
satisfied.
3. The Stipulation and Settlement are approved as
fair, reasonable and adequate and in the best interests of the
plaintiffs and the Settlement Class, and the parties are directed
to consummate the Settlement in accordance with the terms and
provisions of the Stipulation.
4. (a) The Delaware Action is hereby dismissed with
prejudice on the merits as to all defendants in the Delaware
Action (regardless of whether any such defendant has been served
or entered an appearance in any of the Delaware Actions), any of
the past or present officers, directors, stockholders, employees,
agents, attorneys, investment bankers, commercial bankers,
insurers, reinsurers, compensation consultants, accountants,
representatives, affiliates or subsidiaries of AT&T, McCaw, LIN,
MMM, Merger Sub, Morgan Stanley, Wasserstein Perella, Bear
Stearns, Lehman Brothers, the Individual Defendants and the LIN
Independent Directors, each of AT&T, McCaw, LIN, MMM, Merger Sub,
Morgan Stanley, Wasserstein Perella, Bear Stearns, Lehman
Brothers, the Individual Defendants and the LIN Independent
Directors themselves, and any of the heirs, executors, personal
representatives, trustees, beneficiaries, estates,
administrators, successors or assigns of any of the foregoing
(collectively, the "Released Persons"), as against plaintiffs and
all members of the Settlement Class and their successors and
assigns, whether known or unknown, whether directly or in any
other capacity, without costs except as provided in the
Stipulation, such dismissal to be subject only to compliance by
the parties with the terms and conditions of the Stipulation and
any Order of this Court with reference to the Stipulation.
(b) All claims, rights and causes of action (state or
federal, including but not limited to claims arising under the
federal securities laws, any rules or regulations promulgated
thereunder, or otherwise), whether known or unknown that are,
could have been or might in the future be asserted by any of the
plaintiffs or any member of the Settlement Class, whether
directly, derivatively, representatively or in any other
capacity, against any of the Released Persons or against anyone
else which have been, or could have been, asserted relating to
the Original Merger, the Merger, the Original Merger Agreement,
the Merger Agreement, the actions of the LIN Board of Directors
and the LIN Independent 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 and the LIN Independent
Directors relating to the Original Merger, the Merger, the
Original Merger Agreement or the Merger Agreement (except for
compliance with the Settlement and rights of appraisal pursuant
to D.G.C.L. Section 262), or any matters, transactions or occurrences
referred to in the Complaints in the Delaware Action, or the
fiduciary or disclosure obligations of any of the Released
Persons with respect to any of the foregoing (all of which are
hereinafter collectively referred to as the "Settled Claims"),
are hereby compromised, settled, released and discharged with
prejudice by virtue of the proceedings herein and this Order and
Final Judgment.
5. All terms used herein shall have the same meaning
as provided in the Stipulation of Settlement.
6. Plaintiffs' attorneys of record herein are hereby
awarded the sum of $9,000,000 in fees and expenses, in connection
with the Delaware Action, which sums the Court finds to be fair
and reasonable and which shall be paid to plaintiffs' attorneys
according to the terms set forth in the Stipulation. Said sums
shall accrue interest and be paid in accordance with paragraph 11
of the Stipulation. The Co-chairs of the Plaintiffs' Executive
Committee shall have discretion to apportion the attorneys' fees
and expenses among plaintiffs' counsel in such proportion as they
deem to be fair and reasonable.
/s/ William T. Allen
Chancellor
