SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 15, 1995
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Date of Report
(Date of earliest event reported)
LIN BROADCASTING CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-2481 62-0673800
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(State or other (Commission File No.) I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
5295 Carillon Point
Kirkland, Washington 98033
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(Address of principal executive offices, including zip code)
(206) 828-1902
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(Registrant's telephone number, including area code)
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Item 5. Other Events
On September 15, 1995, the Delaware Court of Chancery
entered an order approving the terms of the settlement that had
been agreed to by all parties in In re LIN Broadcasting
Corporation. That action relates to the proposed merger (the
"Merger") of LIN Broadcasting Corporation ("LIN") with a
subsidiary of AT&T Wireless Services, Inc. ("AT&T Wireless",
formerly known as McCaw Cellular Communications, Inc.), pursuant
to the Agreement and Plan of Merger dated April 28, 1995, as
amended and restated June 30, 1995, among LIN, AT&T Wireless and
two subsidiaries of AT&T Wireless (the "Merger Agreement"). A
copy of the court's order is being filed as Exhibit No. 99.1 to
this Report. There were no objections to the merits of the
settlement.
The Delaware Court of Chancery also awarded fees in the
amount of $9,000,000 to the attorneys for the plaintiffs in the
litigation. Therefore, assuming the Merger is completed and based
on the number of shares of LIN's Common Stock outstanding as of
the close of business on September 14, 1995 (which number may
change prior to the closing of the Merger), each LIN Merger Share
(as defined below) will be converted into the right to receive
approximately $129.548 per share, which includes the "Additional
Amount" discussed below, plus an amount equal to simple interest
thereon at an annual rate of 5.5% from, but not including,
September 15, 1995 until the closing of the Merger.
Under the terms of the Merger Agreement, AT&T Wireless will
pay $4,000,000 of the attorneys' fees award. The balance of the
award will be satisfied from that portion of the $0.25 allocated
to each LIN Merger Share that the Merger Agreement specifies is
to be paid to the plaintiffs' attorneys to the extent that the
attorneys' fees award exceeds $4,000,000; the remainder of such
$0.25 per LIN Merger Share (which is referred to as the
"Additional Amount" in the Merger Agreement) will be paid to the
holders of those shares. "LIN Merger Shares" are the shares of
LIN's Common Stock issued and outstanding immediately prior to
the Merger other than shares held by AT&T Wireless or any of its
wholly owned subsidiaries, in the treasury of LIN or by any
wholly owned subsidiary of LIN.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description
99.1 Order and Final Judgment, dated September 15,
1995.<PAGE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
LIN BROADCASTING CORPORATION
By DONALD GUTHRIE
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Donald Guthrie, Senior Vice
President and Chief Financial
Officer
Dated: September 19, 1995
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INDEX TO EXHIBITS
Exhibit
Number Description
99.1 Order and Final Judgment, dated September 15, 1995.
EXHIBIT 99.1
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;
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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
