SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 28, 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 2. Acquisition or Disposition of Assets
On April 28, 1995, an Agreement and Plan of Merger (the
"Merger Agreement") was executed and delivered by and among McCaw
Cellular Communications, Inc., a wholly owned subsidiary of AT&T
Corp. ("McCaw"), MMM Holdings, Inc., a wholly owned subsidiary of
McCaw ("MMM"), MMM Acquisition Corp., a wholly owned subsidiary
of MMM ("Acquisition") and LIN Broadcasting Corporation (the
"Company"). The Merger Agreement provides for the merger of
Acquisition with and into the Company (the "Merger"), as a result
of which the Company would become a wholly owned subsidiary of
McCaw. The Merger Agreement was approved by the Company's Board
of Directors, with six directors voting in favor, three opposed
and two abstaining, at a meeting held on April 28, 1995. Upon
the consummation of the Merger, the holders of shares of the
common stock, $.01 par value, of the Company (the "Common Stock")
other than shares owned by McCaw or any of its wholly owned
subsidiaries and shares in the Company's treasury or owned by any
wholly owned subsidiary of the Company (collectively, the "Public
Shares") or by persons who perfect and maintain their right to
dissent to the Merger will be entitled to receive cash in the
amount of $127.50, without interest thereon, for each Public
Share.
Consummation of the Merger is subject to certain conditions,
including but not limited to (i) the absence of any order or
injunction of any court or governmental authority preventing
consummation of the Merger or making consummation subject to any
condition or restriction not acceptable to McCaw in its
reasonable judgement, (ii) receipt of all necessary governmental
and third party consents unless the failure to obtain such
consents would not have a material adverse effect on the
business, properties, operations, condition (financial or other)
or prospects of the Company or McCaw, and (iii) that no suit,
action, investigation, inquiry, or other proceeding is pending by
or before any governmental authority which questions the validity
or legality of the Private Market Value Guarantee dated December
11, 1989 between the Company and McCaw or the proceedings
thereunder or the Merger Agreement or the transactions
contemplated by the Merger Agreement or which imposes or could
impose any remedy, condition or restriction in connection
therewith that is unacceptable to McCaw. In addition, the Merger
is subject to the approval of the holders of a majority of the
Public Shares who are present and entitled to vote at the meeting
of stockholders at which the Merger will be considered (the
"Meeting").<PAGE>
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The Merger must also be approved by the affirmative vote of
shares representing a majority of the shares of outstanding
Common Stock entitled to vote thereon. McCaw, which indirectly
owns approximately 52% of the voting power of the Common Stock,
has agreed that, if the Merger receives the necessary approval of
the holders of the Public Shares, it will vote or cause to be
voted all of the shares of Common Stock beneficially owned by it
and its affiliates and subsidiaries in favor of the Merger.
Accordingly, approval of the Merger by the affirmative vote of
holders of shares representing a majority of the outstanding
voting power of the Common Stock is assured if it receives the
necessary approval of the holders of the Public Shares.
The Merger Agreement may be terminated at any time by the
mutual written consent of the Company and McCaw or by mutual
action of their respective Boards of Directors. It also may be
terminated by action of the Board of Directors of either the
Company or McCaw if (i) the Merger has not been consummated by
December 31, 1995 or, if the Merger has received the necessary
approval of the holders of Public Shares and is being pursued in
good faith by McCaw but has not been completed due to regulatory
delays or litigation, August 31, 1996, (ii) an appropriate court
or governmental authority has issued a final and nonappealable
order, decree or ruling or taken any other action permanently
restraining, enjoining or otherwise prohibiting the Merger, or
(iii) the Merger and the Merger Agreement do not receive at the
Meeting the affirmative vote of the holders of at least a
majority of the Public Shares present and entitled to vote at the
Meeting.
The Merger Agreement contains other terms and conditions,
including representations and warranties of the parties thereto
and certain covenants of the parties relating to the periods of
time before and after completion of the Merger. The foregoing
description of the Merger Agreement is qualified in its entirety
by reference to the Merger Agreement, a copy of which is being
filed with the Securities and Exchange Commission as an exhibit
hereto.
The terms of the Merger Agreement and other matters related
to the Merger will be described in greater detail in a proxy
statement to be prepared and delivered to the Company's
stockholders prior to the Meeting. The date of the Meeting has
not yet been established by the Board of Directors, but the
Company currently anticipates that the Meeting will be held
sometime during the third quarter of 1995.<PAGE>
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description
2.1 Agreement and Plan of Merger By and Among McCaw
Cellular Communications, Inc., MMM Holdings, Inc.,
MMM Acquisition Corp. and LIN Broadcasting
Corporation dated April 28, 1995 (incorporated by
reference to Exhibit No. 2.1 to Amendment No. 1 to
the Company's Annual Report of Form 10-K for the
year ended December 31, 1994)
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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: May 8, 1995
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INDEX TO EXHIBITS
Exhibit
Number Description
2.1 Agreement and Plan of Merger By and Among McCaw
Cellular Communications, Inc., MMM Holdings, Inc., MMM
Acquisition Corp. and LIN Broadcasting Corporation
dated April 28, 1995 (incorporated by reference to
Exhibit No. 2.1 to Amendment No. 1 to the Company's
Annual Report on Form 10-K for the year ended December
31, 1994)
