SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
AMENDMENT NO. 3
UNDER THE SECURITIES EXCHANGE ACT OF 1934
LIN TELEVISION CORPORATION
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
532776 10 1
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(CUSIP Number)
Marilyn J. Wasser
AT&T Corp.
131 Morristown Road
Basking Ridge, New Jersey 07920
(908) 953-4408
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 12, 1997
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(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 this 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 less than five percent 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.
* 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
(the "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).
<PAGE>
This Amendment No. 3 (the "Amendment") amends the Schedule 13D filed on
December 23, 1994, as previously amended (the "Schedule 13D") with regard to the
common stock, par value $.01 per share (the "Common Stock"), of LIN Television
Corporation, a Delaware corporation (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 August 12, 1997, the Issuer, Ranger Holdings Corp., a Delaware
corporation ("Parent") and Ranger Acquisition Company, a Delaware
corporation and a direct wholly owned subsidiary of Parent ("Sub"),
entered into a definitive Agreement and Plan of Merger (the "Merger
Agreement"). The Merger Agreement provides for the acquisition by
Parent of all of the outstanding shares of Common Stock of the Issuer
at $47.50 per share in cash (plus accretion) by means of a merger (the
"Merger") of Sub with and into the Issuer. In connection therewith,
AT&T, AT&T Wireless and MMM entered into a Stockholders Agreement with
Parent, Sub and the Issuer whereby MMM agreed, and AT&T and AT&T
Wireless agreed to cause MMM, to vote its shares of Common Stock in
favor of the proposed Merger in the event that the majority of holders
of the publicly held shares vote in favor of the Merger. In addition,
under the terms of an amendment to the Television Guarantee, AT&T has
relinquished its option to purchase the outstanding shares of the
Issuer that it does not currently own, the requirement to appoint
independent appraisers has been eliminated, and the commencement date
of any sale process has been deferred and will occur only if the Merger
does not occur. Furthermore, AT&T, CICC, and the Issuer have agreed to
terminate their Stockholders' Agreement.
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 Stockholders Agreement, dated August 12, 1997, by and among
Ranger Holdings Corp., Ranger Acquisition Company, AT&T Corp.,
AT&T Wireless Services, Inc., MMM Holdings, Inc. and
LIN Television Corporation.
99.2 Press release issued by AT&T on August 12, 1997.
99.3 Amendment to Television Private Market Value Guarantee, dated
as of August 12, 1997, between AT&T Wireless Services, Inc.
and LIN Television Corporation.
99.4 Termination Amendment, dated as of August 11, 1997, by and
among LIN Television Corporation, AT&T Wireless Services, Inc.
and Cook Inlet Communications Corp.
<PAGE>
SIGNATURE
The undersigned hereby agree that this Amendment No. 3 to Schedule 13D is
filed on behalf of each of them and, after reasonable inquiry and to best of
their knowledge and belief, hereby certify that the information set forth in
this statement is true, complete and correct.
Dated: August 13, 1997
AT&T CORP.
By /s/ Marilyn J. Wasser
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Name: Marilyn J. Wasser
Title: Vice President-Law and Secretary
AT&T WIRELESS SERVICES, INC.
By /s/ Gregory P. Landis
----------------------------------------
Name: Gregory P. Landis
Title: Senior Vice President, General Counsel
and Secretary
MMM HOLDINGS, INC.
By /s/ Gregory P. Landis
----------------------------------------
Name: Gregory P. Landis
Title: Secretary
<PAGE>
EXHIBIT INDEX
99.1 Stockholders Agreement, dated August 12, 1997, by and among
Ranger Holdings Corp., Ranger Acquisition Company, AT&T Corp.,
AT&T Wireless Services, Inc., MMM Holdings, Inc. and
LIN Television Corporation.
99.2 Press release issued by AT&T on August 12, 1997.
99.3 Amendment to Television Private Market Value Guarantee, dated
as of August 12, 1997, between AT&T Wireless Services, Inc.
and LIN Television Corporation.
99.4 Termination Amendment, dated as of August 11, 1997, by and
among LIN Television Corporation, AT&T Wireless Services, Inc.
and Cook Inlet Communications Corp.
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT, dated as of August , 1997 (this
"Agreement"), is made and entered into by Ranger Holdings Corp., a Delaware
corporation ("Parent"), Ranger Acquisition Corp., a Delaware corporation and a
direct wholly owned subsidiary of Parent ("Sub"), and AT&T Corp., a New York
corporation, and AT&T Wireless Services, Inc., a Delaware corporation and a
direct wholly owned subsidiary of AT&T Corp. (collectively, the "Other AT&T
Parties"), and MMM Holdings, Inc., a Delaware corporation and a direct wholly
owned subsidiary of AT&T Wireless Services, Inc. ("Holding" and, together with
the Other AT&T Parties, the AT&T Parties"). In addition to the above parties,
LIN Television Corporation, a Delaware corporation (the "Company"), hereby joins
in the execution and delivery of this Agreement for purposes of Sections 2(b)
and 7.
W I T N E S S E T H
WHEREAS, concurrently herewith, Parent, Sub and the Company
are entering into an Agreement and Plan of Merger (as such agreement may
hereafter be amended from time to time, the "Merger Agreement"; capitalized
terms used and not defined herein have the respective meanings ascribed to them
in the Merger Agreement), pursuant to which Sub will be merged with and into the
Company (the "Merger");
WHEREAS, Holding is the record and Beneficial Owner of
13,494,750 Shares; and
WHEREAS, as an inducement and a condition to entering into the
Merger Agreement, Parent has required that the AT&T Parties agree, and the AT&T
Parties have agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Definitions. For purposes of this Agreement:
(a) "Beneficially Own" or "Beneficial Ownership" with respect
to any securities shall mean having "beneficial ownership" of such securities
(as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act")), including pursuant to any agreement,
arrangement or understanding, whether or not in writing.
(b) "Company Common Stock" shall mean at any time the Common
Stock, par value $.01 per ---------------------- share, of the Company.
(c) "Person" shall mean an individual, corporation,
partnership, joint venture, association, trust, unincorporated organization or
other entity.
<PAGE>
2. Provisions Concerning Company Common Stock.
(a) Each AT&T Party hereby jointly and severally agrees that
during the period commencing on the date hereof and continuing until the first
to occur of the Effective Time or termination of the Merger Agreement in
accordance with its terms, at any meeting of the holders of Company Common
Stock, however called, or in connection with any written consent of the holders
of Company Common Stock, Holding shall, in its capacity as a holder of Company
Common Stock and subject to Section 8, vote (and the Other AT&T Parties shall
cause to be voted) all of the issued and outstanding Shares held of record or
Beneficially Owned by Holding, whether heretofore owned and held as of the date
hereof or hereafter acquired, other than in connection with the termination of
the Merger Agreement in accordance with its terms (i) in favor of the Merger,
the execution and delivery by the Company of the Merger Agreement and the
approval of the terms thereof and each of the other actions contemplated by the
Merger Agreement and this Agreement and any actions required in furtherance
thereof and hereof if, but only if, a majority of the issued and outstanding
Company Common Stock not owned by Holding that is represented in person or by
proxy at any meeting of the holders of the Company Common Stock at which the
holders of a majority of the shares of Company Common Stock not owned by Holding
are present shall have voted to approve the Merger, it being understood that in
the event of any other vote at such meeting Holding may abstain with respect to
the approval and adoption of the Merger and the Merger Agreement; (ii) against
any action or agreement that would result in a breach in any respect of any
covenant, representation or warranty or any other obligation or agreement of the
Company under the Merger Agreement or this Agreement; and (iii) except as
otherwise agreed to in writing in advance by Parent, against the following
actions (other than the Merger and the transactions contemplated by the Merger
Agreement): (A) any extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving the Company or its
Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of
the Company or its Subsidiaries, or a reorganization, recapitalization,
dissolution or liquidation of the Company or its Subsidiaries; (C)(1) any change
in a majority of the persons who constitute the board of directors of the
Company, provided that Holding and the Other AT&T Parties may, at any time,
change its designees to the board of directors of the Company; (2) any change in
the present capitalization of the Company or any amendment of the Company's
Certificate of Incorporation or Bylaws; (3) any other material change in the
Company's corporate structure or business; or (4) any other action involving the
Company or its Subsidiaries which is intended, or could reasonably be expected,
to materially delay or materially adversely affect the Merger and the
transactions contemplated by this Agreement and the Merger Agreement, and during
such period no AT&T Party shall enter into any agreement or understanding with
any person or entity the effect of which would be inconsistent with or violative
of the provisions and agreements contained in this Section 2.
(b) Section 2(a) is for the benefit of, and may not be amended
or waived without the prior written consent of, the Company.
3. Irrevocable Commitment. Each AT&T Party hereby irrevocable commits
and agrees that for a period of at least two years from the Closing Date (a)
neither it nor its affiliates will acquire, in the aggregate, beneficial
ownership of 25% or more of the Company Common Stock on a fully diluted basis
and (b) it shall not cause or permit the designees of any AT&T Party or its
affiliates to constitute a majority of the Board of Directors of the Company.
<PAGE>
4. Information Supplied by the AT&T Parties. The AT&T Parties
will, jointly and severally, indemnify and hold harmless Parent and Sub and
their respective officers, directors, controlling persons and agents against any
and all claims, losses, liabilities, damages, costs or expenses (including
reasonable attorneys' fees and expenses) that may arise out of or with respect
to the information specifically supplied by any AT&T Party for inclusion in the
Proxy Statement containing or being alleged to contain an untrue statement of
material fact or omitting or being alleged to omit to state any material fact
required to be stated therein or necessary in order to make the statements the
light of the circumstances under which they were made, not misleading.
5. Covenants, Representations and Warranties of Each AT&T Party.
(a) Each AT&T Party hereby jointly and severally represents
and warrants to Parent as follows:
(i) Ownership of Shares. Holding is the record
and Beneficial Owner of 13,494,750 Shares and the Other AT&T Parties are each
the Beneficial Owner but not the record holder of 13,494,750 Shares. On the date
hereof, such 13,494,750 Shares constitute all of the Shares owned of record or
Beneficially Owned by the AT&T Parties. The AT&T Parties have sole voting power
and sole power to issue instructions with respect to the matters set forth in
Sections 2 and 3 hereof, sole power of disposition, sole power of conversion,
sole power to demand appraisal rights and sole power to agree to all of the
matters set forth in this Agreement, in each case with respect to 13,494,750
Shares, with no material limitations, qualifications or restrictions on such
rights, subject to applicable securities laws and the terms of this Agreement.
(ii) Organization, Standing and Power. Each of the
AT&T Parties is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation. Each AT&T
Party has adequate corporate power and authority to own its properties and carry
on its business as presently conducted. Each AT&T Party has the corporate power
and authority to enter into and perform all of such AT&T Party's obligations
under this Agreement and to consummate the transactions contemplated hereby.
There is no beneficiary or holder of a voting trust certificate or other
interest of any trust of which any AT&T Party is trustee whose consent is
required for the execution and delivery of this Agreement or the consummation by
such AT&T Party of the transactions contemplated hereby.
(iii) Execution, Delivery and Performance. The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by the Board of
Directors of each AT&T Party, and each AT&T Party has taken all other actions
required by law, its Certificate of Incorporation and its Bylaws in order to
consummate the transactions contemplated by this Agreement. This Agreement has
been duly and validly executed and delivered by each AT&T Party and constitutes
the valid and binding obligation of each AT&T Party and is enforceable in
accordance with its terms, except as enforceability may be subject to
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting creditors' rights generally.
<PAGE>
(iv) No Conflicts. No filing with, and no permit,
authorization, consent or approval of, any state or federal public body or
authority is necessary for the execution of this Agreement by any AT&T Party or,
except for filings under the Exchange Act, the HSR Act and the Communications
Act, and the filings required under the Merger Agreement, the consummation by
each AT&T Party of the transactions contemplated hereby, except where the
failure to obtain such consent, permit, authorization, approval or filing would
not prevent such AT&T Party from performing its obligations hereunder. None of
the execution and delivery of this Agreement by each AT&T Party, the
consummation by such AT&T Party of the transactions contemplated hereby or
compliance by such AT&T Party with any of the provisions hereof (1) conflicts
with or results in any breach of any applicable organizational documents
applicable to such AT&T Party, (2) results in a violation or breach of,
conflicts with, or constitutes (with or without notice or lapse of time or both)
a default (or gives rise to any third party right of termination, cancellation,
material modification or acceleration) under any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which such AT&T Party is a party or by which such AT&T
Party or any of such AT&T Party's properties or assets may be bound, or (3)
violates, subject, with respect to consummation of the transactions contemplated
hereby or compliance with the provisions hereof, to filings under the Exchange
Act, the HSR Act and the Communications Act, and the filings required under the
Merger Agreement, any order, writ, injunction, decree, judgment, order, statute,
rule or regulation applicable to such AT&T Party or any of such AT&T Party's
properties or assets, in each such case except to the extent that any conflict,
breach, default or violation would not prevent such AT&T Party from performing
its obligations hereunder.
(v) No Encumbrances. The Shares subject to this
Agreement and the certificates representing such Shares are held by Holding, or
by a nominee or custodian for the benefit of Holding, free and clear of all
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever.
(vi) No Solicitation. Until the earlier of the
Effective Time or termination of the Merger Agreement in accordance with its
terms, no AT&T Party shall, in its capacity as such a stockholder and subject to
Section 8, directly or indirectly, solicit (including by way of furnishing
information) or respond to any inquiries or the making of any proposal by any
person or entity (other than Parent or any affiliate of Parent) with respect to
the Company that constitutes a Transaction Proposal.
(vii) Restriction on Transfer, Proxies and
Non-Interference. Until the first to occur of the Effective Time or termination
of the Merger Agreement in accordance with its terms, Holding shall not (and the
Other AT&T Parties shall not cause Holding to) directly or indirectly: (i) offer
for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose
of, or enter into any contract, option or other arrangement or understanding
with respect to or consent to the offer for sale, sale, transfer, tender,
pledge, encumbrance, assignment or other disposition of, any or all of the
Shares subject to this Agreement, or any interest therein; (ii) grant any
proxies or powers of attorney, deposit any Shares into a voting trust or enter
into a voting agreement with respect to any Shares; or (iii) take any action
that would make any representation or warranty of the AT&T Parties contained
herein untrue or incorrect or have the effect of preventing or disabling any
AT&T Party from performing such AT&T Party's obligations under this Agreement.
<PAGE>
(viii) Waiver of Appraisal Rights. Holding hereby
waives any rights of appraisal or rights to dissent from the Merger that Holding
may have pursuant to Section 262 of the Delaware General Corporation Law.
(ix) Reliance by Parent. Each AT&T Party understands
and acknowledges that Parent is entering into, and causing Sub to enter into,
the Merger Agreement in reliance upon each AT&T Party's execution and delivery
of this Agreement.
(b) Parent hereby represents and warrants to each AT&T Party
as follows:
(i) Organization, Standing and Power. Parent is a
corporation duly formed and validly existing under the laws of the State of
Delaware, with adequate corporate power and authority to own its properties and
carry on its business as presently conducted. Parent has the corporate power and
authority to enter into and perform all of Parent's obligations under this
Agreement and to consummate the transactions contemplated hereby.
(ii) Execution, Delivery and Performance. The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by the Board of
Directors of Parent, and Parent has taken all other actions required by law, its
Certificate of Incorporation and its Bylaws in order to consummate the
transactions contemplated by this Agreement. This Agreement has been duly and
validly executed and delivered by Parent and constitutes the valid and binding
obligation of Parent and is enforceable in accordance with its terms, except as
enforceability may be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting creditors' rights
generally.
(iii) No Conflicts. No filing with, and no permit,
authorization, consent or approval of, any state or federal public body or
authority is necessary for the execution of this Agreement by Parent or, except
for filings under the HSR Act, filings under the Communications Act, and the
filings required under the Merger Agreement, the consummation by Parent of the
transactions contemplated hereby, except where the failure to obtain such
consent, permit, authorization, approval or filing would not interfere with
Parent's ability to perform its obligations hereunder. None of the execution and
delivery of this Agreement by Parent, the consummation by Parent of the
transactions contemplated hereby or compliance by Parent with any of the
provisions hereof (1) conflicts with or results in any breach of any applicable
organizational documents applicable to Parent, (2) results in a violation or
breach of, conflicts with, or constitutes (with or without notice or lapse of
time or both) a default (or gives rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
contract, commitment, arrangement, understanding, agreement or other instrument
or obligation of any kind to which Parent is a party or by which Parent or any
of Parent's properties or assets may be bound, or (3) violates, subject, with
respect to the consummation of the transactions contemplated hereby or
compliance with the provisions hereof, to filings under the Exchange Act, the
HSR Act and the Communications Act, and the filings required under the Merger
Agreement, any order, writ, injunction, decree, judgment, order, statute, rule
or regulation applicable to Parent or any of Parent's properties or assets, in
each such case except to the extent that any conflict, breach, default or
violation would not interfere with the ability of Parent to perform its
obligations hereunder.
<PAGE>
6. Stop Transfer. Each AT&T Party agrees with, and covenants to,
Parent that Holding shall not (and the Other AT&T Parties shall not cause
Holding to) request that the Company register the transfer (book-entry or
otherwise) of any certificate or uncertificated interest representing any of
Holding's Shares, if such transfer is in violation of this Agreement (including
the provisions of Section 2 hereof). In the event of a stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like, the term "Shares" shall be deemed to refer to and include the Shares as
well as all such stock dividends and distributions and any shares into which or
for which any or all of the Shares may be changed or exchanged.
7. Termination. Except as otherwise provided herein, the
covenants and agreements contained herein with respect to the Shares shall
terminate upon the termination of the Merger Agreement in accordance with its
terms by Parent or the Company.
8. Directors Actions. Notwithstanding anything in this Agreement
to the contrary, the covenants and agreements set forth herein shall not prevent
any designees of the AT&T Parties serving on the Company's Board of Directors
from taking any action, subject to the applicable provisions of the Merger
Agreement, while acting in such designee's capacity as a director of the
Company.
9. Miscellaneous.
(a) Assignment. Each AT&T Party agrees that this Agreement and
the obligations hereunder shall attach to Holding's Shares and shall be binding
upon any person or entity to which legal or beneficial ownership of such Shares
shall pass, whether by operation of law or otherwise. Notwithstanding any
transfer of Shares, the transferor shall remain liable for the performance of
all obligations under this Agreement of the transferor.
(b) Amendments, Waivers, Etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by the
parties hereto.
(c) Notices. All notices, requests claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram, telex
or telecopy, or by mail (registered or certified mail, postage prepaid, return
receipt requested) or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses:
If to the AT&T Corp.
AT&T Parties: 131 Morristown Road
Basking Ridge, New Jersey 07920
Attn: Corporate Secretary
Telecopy: (908) 204-8574
<PAGE>
If to Parent Ranger Holdings Corp.
of Sub: c/o Hicks, Muse, Tate
& Furst Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas 75201
Attn: Lawrence D. Stuart, Jr.
Telecopy: (214) 740-7313
copy to: Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attn: Stephen E. Jacobs, Esq.
Telecopy: (212) 310-8007
If to the Company: LIN Television Corporation
Four Richmond Square, Suite 200
Providence, Rhode Island 02906
Attn: President
Telecopy: (401) 454-2817
copy to: Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attn: David B. Chapnick, Esq.
Telecopy: (212) 455-2502
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(d) Severability. Whenever possible, each provision or portion
of any provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
(e) Specific Performance. Each of the parties hereto
recognizes and acknowledges that a breach by it of any covenants or agreements
contained in this Agreement will cause the other party to sustain damages for
which it would not have an adequate remedy at law for money damages, and
therefore each of the parties hereto agrees that in the event of any such breach
the aggrieved party shall be entitled to the remedy of specific performance of
such covenants and agreements and injunctive and other equitable relief in
addition to any other remedy to which it may be entitled, at law or in equity.
<PAGE>
(f) Remedies Cumulative. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
(g) No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
(h) No Third Party Beneficiaries. Except as provided in
Section 2(b), this Agreement is not intended to be for the benefit of, and shall
not be enforceable by, any person or entity who or which is not a party hereto.
(i) Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.
(j) Descriptive Headings. The descriptive headings used
herein are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.
(k) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same Agreement.
<PAGE>
IN WITNESS WHEREOF, Parent, Sub and each AT&T Party have
caused this Agreement to be duly executed as of the day and year first above
written.
RANGER HOLDINGS CORP.
By:______________________
Name:
Title:
RANGER ACQUISITION CORP.
By:_______________________
Name:
Title:
AT&T CORP.
By:_______________________
Name:
Title:
AT&T WIRELESS SERVICES, INC.
By:_______________________
Name:
Title:
MMM HOLDINGS, INC.
By:_______________________
Name:
Title:
AGREED TO AND ACKNOWLEDGED
(with respect to Sections 2(b) and 7 hereof and for purposes of acknowledging
its consent hereto):
LIN TELEVISION CORPORATION
By:
Name:
Title:
HICKS, MUSE, TATE & FURST WILL ACQUIRE LIN TELEVISION
IN $1.7 BILLION TRANSACTION ESTABLISHING HICKS MUSE AS MAJOR PARTICIPANT
IN TELEVISION BROADCASTING INDUSTRY
-- Hicks Muse Will Also Acquire, Through LIN, the NBC Affiliate in
Grand Rapids, Michigan, in a Separate Transaction
Valued At Approximately $122.5 Million --
DALLAS, Tex., PROVIDENCE, R.I., and BASKING RIDGE, N.J., August 12, 1997 --
Hicks, Muse, Tate & Furst Incorporated ("Hicks Muse"), LIN Television
Corporation ("LIN" or "LIN Television") (Nasdaq: LNTV), and AT&T Corp. ("AT&T")
today announced the signing of a definitive agreement under which Hicks Muse
will acquire LIN, the nation's 22nd-largest television group, for approximately
$1.7 billion.
The transaction, to which Hicks Muse has committed over $600 million of equity
capital, is the largest investment by Hicks Muse since the firm's formation in
1989. Hicks Muse and LIN management, headed by LIN President and Chief Executive
Officer Gary R. Chapman, together plan to utilize LIN as a platform from which
to execute the buy-and-build strategy Hicks Muse has successfully employed over
the past several years in radio broadcasting and other industries.
LIN owns and operates eight network-affiliated televisions stations--including
its flagship station, KXAS, the NBC affiliate in Dallas. LIN also operates four
additional stations under local marketing agreements (LMAs), including KXTX-TV,
the pre-eminent local sports station in Dallas. LIN was formed in December 1994
as a spinoff from LIN Broadcasting Corporation. AT&T currently owns
approximately 45 percent of LIN Television.
Under the terms of the definitive agreement, which was unanimously approved by
the Board of Directors of LIN Television, a newly formed affiliate of Hicks Muse
will merge with LIN in a transaction in which LIN shareholders will receive
consideration of $47.50 per share in cash, plus interest at an effective rate of
8% per annum (approximately $0.3123 per share per month) from the earlier of the
shareholder vote or December 31, 1997, through the completion of the
transaction. The total transaction value is based on the approximately 30.6
million shares of LIN on a fully diluted basis and the LIN debt, which is
expected to be approximately $260 million (net of cash) as of December 31, 1997.
<PAGE>
It is expected that a meeting of LIN Television stockholders to vote on the
merger will take place prior to November 30, 1997. If the merger is approved by
stockholders and certain other conditions are satisfied, the transaction is
expected to close in early 1998, but in no event later than May 12, 1998. If
stockholder approval is obtained on November 30, 1997 and the merger becomes
effective on April 30, 1998, the purchase price adjusted to include the
incremental amount would be $49.0721 in cash per share.
Contemporaneously, AT&T, Hicks Muse and LIN Television have entered into an
agreement pursuant to which AT&T will sell its 100%-owned WOOD-TV (Grand Rapids,
Michigan) together with its local marketing agreement with WOTV for
approximately $122.5 million, subject to certain adjustments, to a Hicks Muse
affiliate when the merger of LIN Television and that affiliate occurs. If the
merger does not occur, WOOD-TV and its local marketing agreement with WOTV will
be purchased by LIN Television. The WOOD-TV agreement is not subject to LIN
Television stockholder approval.
Completion of the transaction is subject to various conditions, including
approval by the Federal Communications Commission of the transfer of LIN
Television's broadcast licenses, approval of the merger by the holders of a
majority of outstanding LIN Television common stock, additional approval of the
merger by the holders of a majority of the outstanding shares of LIN Television
common stock excluding shares (representing approximately 45 percent of the
outstanding shares) owned by AT&T, funding of the transaction under debt and
equity commitments that have been secured, and the expiration of the applicable
Hart-Scott-Rodino waiting period. AT&T has agreed that it will vote its LIN
Television shares in favor of the merger if the merger is approved by the
holders of a majority of the outstanding LIN Television shares, other than those
owned by AT&T. Cook Inlet Communications Corp., the holder of approximately 5
percent of the outstanding LIN shares, has agreed to vote its shares in favor of
the merger. In addition, Cook Inlet and AT&T have terminated a pre-existing
agreement with respect to the voting of their shares regarding the election of
directors. LIN Television may terminate the merger agreement prior to receipt of
stockholder approval and accept a proposal determined by its Board of Directors
to be more favorable to the LIN Television stockholders than the announced
merger agreement, subject to the payment of a termination fee to Hicks Muse.
<PAGE>
Following completion of the transaction, LIN will retain its name, Providence,
R.I., headquarters, all station personnel and its management team. That team has
built LIN into one of the nation's most successful, technologically advanced and
highly regarded television broadcasting groups, with an industry-leading
consolidated broadcast cash flow margin of 48 percent.
Thomas O. Hicks, Chairman and Chief Executive Officer of Hicks Muse, said: "We
are tremendously pleased to be partnering with Gary Chapman and his management
team, which has built LIN into one of the country's best-run and most profitable
groups of network-affiliated television stations. By combining the financial and
broadcasting industry expertise of Hicks Muse and LIN, we plan to capitalize on
the unique and favorable conditions now present in the television broadcasting
industry and be an active participant in the future of network television.
We will utilize the extensive experience of Hicks Muse in the radio industry,
where we have helped establish Chancellor Broadcasting and Capstar Broadcasting
as two of the nation's most successful radio groups in their respective market
segments over the past four years."
Gary R. Chapman, President and Chief Executive Officer of LIN Television, said:
"I am proud of the accomplishments that the management and employees of LIN have
achieved over the past few years in building LIN into one of the premier
television companies in the nation. Tom Hicks and his colleagues at Hicks Muse
have established a successful model for helping top-quality operators increase
value through the execution of a buy-and-build philosophy. We at LIN fully share
their vision for what LIN Television can be, and look forward to transforming
that vision into a near-term reality."
"The decision to sell LIN Television is part of our aggressive effort to ensure
that AT&T's portfolio includes only businesses central to our communications
services strategy," said Dan Somers, AT&T Senior Executive Vice President and
Chief Financial Officer. "This transaction follows the sales of AT&T Capital
Corp., AT&T Submarine Systems and AT&T SkyNet, and enables AT&T to continue to
redeploy its assets into new investment opportunities." AT&T acquired its stake
in LIN Television through the September 1994 merger with McCaw Cellular
Communications, which indirectly held a majority of LIN Television common
shares. Last December, AT&T announced that it was reviewing its investment in
LIN and evaluating alternatives that could result in the disposition, either
<PAGE>
through public or private sales, of some or all of the 13.5 million shares of
LIN Television common stock it holds.
In connection with the spinoff of LIN Television from LIN Broadcasting
Corporation in December 1994, LIN Television and the predecessor of a subsidiary
of AT&T entered into a private market value guarantee, which, among other
things, provides for an appraisal and sale of LIN Television in 1998. Under the
guarantee, appraisers would have determined a private market value of LIN
Television and AT&T would have had the option to purchase, at the appraised
price, the approximately 55 percent of LIN Television it does not own. If AT&T
were to decline to exercise its option, then LIN Television (including AT&T's
approximately 45 percent) would be put up for sale under the direction of LIN
Television's independent directors. Under the terms of an amendment to the
guarantee, AT&T has relinquished its option to purchase the approximately 55
percent of LIN Television it currently does not own, the requirement that
appraisers be appointed has been eliminated, and the commencement date of any
sale process under the guarantee has been deferred and will only occur if the
merger of LIN Television with an affiliate of Hicks Muse does not occur.
LIN Television was advised by Wasserstein Perella & Co., Inc. and Morgan Stanley
& Co. Incorporated with regard to the proposed transaction. Wasserstein Perella
also acted as advisor to the Independent Directors. The Chase Manhattan Bank and
Chase Securities, Inc. have provided financing commitments with regard to the
transaction and Chase Securities served as financial advisor to Hicks Muse with
regard to the transaction.
LIN's owned and operated stations and LMAs include:
Market Station DMA Channel Network LMA
- -------------------------------------------------------------------------
Dallas-Fort Worth KXAS #8 5 NBC KXTX/39/Ind
Indianapolis WISH #25 8 CBS --
New Haven-Hartford WTNH #27 8 ABC WBNE/59/WB
Buffalo WIVB #39 4 CBS --
Norfolk-Portsmouth WAVY #40 10 NBC WVBT/43/WB-FOX
Austin KXAN #63 36 NBC KNVA/54/WB
Decatur WAND #82 17 ABC --
Fort Wayne WANE #103 15 CBS --
AT&T-owned station
Grand Rapids WOOD #37 8 NBC WOTV/41/ABC
In November 1996, Hicks Muse announced that it had launched a television
broadcasting investment initiative called Sunrise Television to pursue
acquisitions of television properties in DMAs (markets) ranked 50 to 150 by A.
C. Nielsen, and had agreed to purchase four middle-market television stations in
transactions valued at a total of approximately $160 million. Those transactions
were completed in February, and Hicks Muse, together with the Sunrise management
team headed by Robert N. Smith, have subsequently agreed to acquire three
additional middle- to small-market stations in transactions totaling
approximately $45 million. Those transactions are currently pending. Hicks Muse
has no current plans to combine the activities of Sunrise Television with those
of LIN Television, whose broadcasting properties are primarily in larger
markets. It is anticipated that LIN will focus on acquisitions in markets ranked
1 to 50 and Sunrise will acquire stations in markets ranked 50 to 150.
Since its formation in 1989, Hicks, Muse, Tate & Furst Incorporated has
completed or currently has pending more than 100 transactions with a total
capital value in excess of $22 billion. Headquartered in Dallas, the firm also
has offices in New York, St. Louis and Mexico City.
* * *
AMENDMENT TO
TELEVISION PRIVATE MARKET VALUE GUARANTEE
AMENDMENT, dated as of August 12, 1997 (this "Amendment"), to
TELEVISION PRIVATE MARKET VALUE GUARANTEE, dated as of December 28, 1994 (the
"Guarantee"), between AT&T Wireless Services, Inc., a Delaware corporation
("AT&T") and the legal successor to "McCaw Cellular Communications, Inc."
("McCaw"), and LIN Television Corporation, a Delaware corporation (the
"Company"). Unless the context otherwise requires, capitalized terms used herein
without definition and defined in the Guarantee are used herein as therein
defined.
McCaw and the Company entered into the Guarantee for the benefit of
the Company's stockholders (other than McCaw and its affiliates) in connection
with the distribution of shares of the Company's Common Stock to holders of
common stock of LIN Broadcasting Corporation.
Concurrently with the execution of this Amendment, Ranger Holding
Corporation, Ranger Acquisition Company and the Company are entering into an
Agreement and Plan of Merger dated as of the date hereof (the "Merger
Agreement").
In light of the transactions contemplated by the Merger Agreement,
AT&T and the Company have concluded that (a) it would be advisable to amend the
provisions of the Guarantee as provided in this Amendment and (b) this Amendment
is not materially adverse to the holders of Public Shares.
The Independent Directors have unanimously approved this Amendment.
Accordingly, the parties hereto agree as follows:
1. Change of Party and Notices:
(a) All references in the Guarantee to "McCaw Cellular Communications,
Inc." and "McCaw" are hereby amended to be references to "AT&T Wireless
Services, Inc." and "AT&T", respectively.
(b) The address of the Offeror in Section 10 of the Guarantee is
hereby deleted and amended to read as follows:
AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
Attention: Marilyn Wasser, Esq.
2. Amendments:
(a) Subsections (A), (B), (C), (D) and (E) of Section 2 of the
Guarantee are hereby deleted in their entirety.
(b) Subsection (F) of Section 2 of the Guarantee is hereby re-
lettered as subsection (A) and amended in its entirety to read as follows:
<PAGE>
(A). Sale of the Company. If the Merger Agreement is terminated prior
to the Effective Time (as defined therein) for any reason whatsoever, then at
such time, not earlier than such date of termination and not later than eighteen
months thereafter, as the Independent Directors shall select (the "Initiation
Date"), AT&T 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 AT&T 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. The Independent Directors will select from among the
proposed transactions the one or more transactions determined by the 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. AT&T 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 Federal Communications Commission
and other necessary regulatory approvals. AT&T 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.
(c) Subsection (G) of Section 2 of the Guarantee is hereby re-
lettered as subsection (B) and amended in its entirety to read as follows:
(B) Survival of Guarantee. If a transaction is presented for approval
at a meeting of stockholders as contemplated by subsection (A) 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. Representations:
Each of AT&T and the Company hereby represents and warrants to the
other that this Amendment has been duly authorized, executed and delivered by it
and constitutes its valid and binding obligation enforceable against it in
accordance with its terms, except as may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
affecting or relating to creditors' rights generally and by general equity
principles.
4. Scope of Amendment:
This Amendment is limited precisely as written and shall not be deemed to be an
amendment to any other term or condition of the Guarantee. Wherever the
Guarantee is referred to in any agreement, document or instrument, such
<PAGE>
reference shall be to the Guarantee as amended hereby. Except as expressly
amended hereby, the terms and conditions of the Guarantee shall continue in full
force and effect.
5. Entire Agreement:
The Guarantee, as amended by this Amendment, embodies the entire
agreement and understanding between the parties hereto relating to the subject
matter hereof and supersedes all prior agreements and understandings relating to
such subject matter.
6. Governing Law:
This Amendment 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.
7 Counterparts:
This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one instrument.
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Amendment as
of the date first above written.
AT&T WIRELESS SERVICES, INC.
By: /s/ Daniel R. Hesse
-------------------------------
Name: Daniel R. Hesse
Title: President and Chief
Executive Officer
LIN TELEVISION CORPORATION
By: /s/ Gregory M. Schmidt
--------------------------------
Name: Gregory M. Schmidt
Title: Vice President and
General Counsel
TERMINATION AGREEMENT (this "Agreement"), dated as of August 11, 1997,
by and among LIN TELEVISION CORPORATION, a Delaware corporation (the "Company"),
AT&T WIRELESS SERVICES, INC., a Delaware corporation ("AT&T Wireless"), and COOK
INLET COMMUNICATIONS CORP., a Delaware corporation ("Cook Inlet").
WHEREAS, the parties hereto have entered into a Stockholders
Agreement, made as of December 28, 1994 (the "Current Stockholders Agreement");
WHEREAS, concurrently herewith, the Company, Ranger Holdings Corp., a
Delaware corporation ("Parent"), and Ranger Acquisition Corp., a Delaware
corporation and a direct wholly owned subsidiary of Parent ("Sub"), are entering
into an Agreement and Plan of Merger (as such agreement may hereafter be amended
from time to time, the "Merger Agreement"; capitalized terms used and not
defined herein have the respective meanings ascribed to them in the Merger
Agreement), pursuant to which Sub will be merged with and into the Company; and
WHEREAS, the parties hereto have determined that in light of the
totality of the facts and circumstances as of the date hereof, the Current
Stockholders Agreement is no longer necessary and should therefore be terminated
immediately;
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained herein set
forth, and intending to be legally bound hereby, the parties hereto, intending
to be legally bound, hereby agree as follows:
1. Termination. Notwithstanding the terms of Section 6 of the Current
Stockholders Agreement, the Current Stockholders Agreement is hereby terminated
effective as of the date hereof and shall have no further force and effect.
2. Limitation of Agreement. This Agreement is limited precisely as
written and shall not be deemed to terminate, amend or modify any other
agreement or any term thereof to which any of the parties may be a party.
3. Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
4. Governing Law. This Agreement and all questions of its
interpretation will be construed in accordance with the laws of the State of New
York without regard to its principles of conflicts of laws.
<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly executed by or on
behalf of each of the parties hereto as of the date first above written.
LIN TELEVISION CORPORATION
By: _________________________
Name:
Title:
AT&T WIRELESS SERVICES, INC.
By: _________________________
Name:
Title:
COOK INLET COMMUNICATIONS CORP.
By: _________________________
Name:
Title:
