<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 1997
REGISTRATION NO. 33-91056
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2 TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
GRANITE BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4833 13-3458782
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
------------------------
767 THIRD AVENUE, 34TH FLOOR
NEW YORK, NEW YORK 10017
(212) 826-2530
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------
Employee Stock Plans
(Full Title of the Plan)
W. DON CORNWELL
CHIEF EXECUTIVE OFFICER
GRANITE BROADCASTING CORPORATION
767 THIRD AVENUE, 34TH FLOOR
NEW YORK, NEW YORK 10017
(212) 826-2530
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
COPY TO:
Russell W. Parks, Jr., P.C.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1333 New Hampshire Avenue, N.W., Suite 400
Washington, D.C. 20036
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH SECURITIES AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED BE REGISTERED (1) UNIT (2) PRICE (2) (1)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (Nonvoting), 1,100,000 $11.25 $11,577,907 $3,509 (3)
Par Value $.01
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus such additional number of securities as may be issued in the event of a
stock dividend, stock split, recapitalization or similar change in the
Common Stock (Nonvoting), par value $.01.
(2) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457. The securities are being offered pursuant to an
employee benefit plan and the maximum number of the registrant's securities
issuable under the plans are covered by the registration statement. The fee
has been calculated pursuant to Rule 457(h)(l) with the proposed maximum
offering price determined, with respect to shares issuable upon exercise of
options granted under the Company's Stock Option Plan, upon the exercise
price thereof as provided under Rule 457(h)(l), and with respect to the
remaining shares registered hereunder, upon the average of the bid and ask
prices of the Common Stock (Nonvoting) as reported by the NASDAQ National
Market System on October 17, 1997 ($11.25) as provided under Rule 457(c).
The registration fee also includes securities for which a fee is required
under Rule 457(h)(3).
(3) The Registrant paid a registration fee of $12,092 to register 4,160,465
shares of Common Stock (Nonvoting), par value $.01, with the initial filing
of, and Amendment No. 1 to, the Registration Statement.
Pursuant to General Instruction E of Form S-8, this Registration Statement
incorporates by reference the contents of the Registrant's Registration
Statement No. 33-91056, as amended.
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- --------------------------------------------------------------------------------
<PAGE>
CROSS REFERENCE SHEET REQUIRED BY ITEM 501 OF REGULATION S-K
<TABLE>
<CAPTION>
ITEM NUMBER AND DESCRIPTION
IN PART I OF FORM S-3 CAPTION IN PROSPECTUS
- ---------------------------------- ----------------------
<C> <S>
1. Forepart of the Registration Outside Front Cover Page
Statement and Outside Front Cover
Page of Prospectus
2. Inside Front and Outside Back Available Information;
Cover Pages of Prospectus Incorporation of Certain Documents by Reference;
Table of Contents
3. Summary Information Not Applicable
Risk Factors Risk Factors
Ratio of Earnings to Fixed Charges Not Applicable
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security-Holders Selling Stockholders
8. Plan of Distribution Plan of Distribution; Outside Front Cover Page
9. Description of Securities to be Not Applicable
Registered
10. Interests of Named Experts and Counsel Legal Opinion
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation of Certain Documents by Reference
Information by Reference
13. Disclosure of Commission Position on Not Applicable
Indemnification for Securities
Act Liabilities
</TABLE>
(i)
<PAGE>
P R O S P E C T U S
2,919,567 SHARES*
GRANITE BROADCASTING CORPORATION
COMMON STOCK (NONVOTING)
This Prospectus relates to 2,919,567* shares of Common Stock (Nonvoting),
$.01 par value per share (the "Common Stock (Nonvoting)"), of Granite
Broadcasting Corporation (the "Company") being offered for resale from time
to time by certain stockholders of the Company or their respective legatees,
heirs or legal representatives (the "Selling Stockholders") and who have
purchased Common Stock (Nonvoting) under the Company's Stock Option Plan (the
"Stock Option Plan"), the Company's Director Stock Option Plan (the
"Directors' Stock Option Plan"), the Company's Employee Stock Purchase Plan
(the "Employee Stock Purchase Plan"), the Company's Target Cash Flow Option
Plan (the "Target Plan"), the Company's Management Stock Plan (the
"Management Stock Plan"), the Company's Non Employee Directors Stock Plan
(the "Non Employee Directors Stock Plan") and the Company's other employee
compensatory plans (collectively, the Company's "Employee Stock Plans"). This
Prospectus also covers such additional shares of Common Stock (Nonvoting) as
may be issuable to the Selling Stockholders in the event of a stock dividend,
stock split, recapitalization or other similar change in the Common Stock
(Nonvoting).
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN
CONNECTION WITH THE PURCHASE OF THE SHARES OF COMMON STOCK (NONVOTING), SEE
"CERTAIN INVESTMENT CONSIDERATIONS."
The last reported sale price of the Company's Common Stock (Nonvoting) as
reported by NASDAQ on October 17, 1997, was $11.25.
The executive offices of the Company are located at 767 Third Avenue, 34th
Floor, New York, New York 10017; the telephone number is (212) 826-2530.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy by any person in any jurisdiction in which it is unlawful for such
person to make such an offer or solicitation.
One or more supplements to this Prospectus will describe any material
arrangements for the resale of the Common Stock (Nonvoting) being offered if,
and when, such arrangements are entered into by the Selling Stockholders and any
broker-dealers that participate in the distribution. (See "PLAN OF
DISTRIBUTION.")
- ------
* Includes 2,241,455 shares of Common Stock (Nonvoting) of the Company offered
for resale from time to time by the Selling Stockholders and who have
purchased Common Stock (Nonvoting) under the Company's Employee Stock Plans
covered in the Prospectus filed by the Company under a Registration
statement on Form S-8, Registration No. 33-91056, on April 10, 1995 and as
amended on September 19, 1996.
October 22, 1997
1
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports and other information filed by the
Company with the Commission may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024 Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; and at the following Regional Offices of
the Commission: 7 World Trade Center, Suite 1300, New York, New York 10048, and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. The Commission maintains a Web site that contains reports, proxy and
information statements and other materials that are filed through the
Commission's Electronic Data Gathering, Analysis, and Retrieval System. This Web
site can be accessed at http://www.sec.gov. Copies of such material may also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Company's Common
Stock (Nonvoting) is quoted on the NASDAQ National Market System and such
reports and other information may be inspected and copied at the National
Association of Securities Dealers, Inc. 1735 K Street, N.W., Washington, D.C.
20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Prospectus:
(a) The Company's Annual Report on Form 10-K and Form 10-K/A for the
fiscal year ended December 31, 1996;
(b) The Company's Reports on Form 8-K dated January 15, 1997, Form 8-K
dated February 7, 1997, Form 8-K/A dated April 14, 1997, Form
8-K/A dated June 27, 1997 and Form 8-K dated October 17, 1997;
(c) The Company's Quarterly Report on Form 10-Q and Form 10-Q/A for the
quarter ended March 31, 1997 and Form 10-Q for the quarter ended
June 30, 1997; and
(d) The description of the Company's Common Stock (Nonvoting) contained
in the Company's Registration Statement on Form 8-A filed on
December 13, 1991, together with any amendment or report filed for
the purpose of updating such description, to the extent of such
updating.
All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities being offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such reports
and documents. Any statement contained herein or in a document incorporated, or
deemed to be incorporated, by reference herein shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein, or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part hereof.
The Company will furnish without charge to each person to whom the
Prospectus is delivered, upon the written or oral request of such person, a copy
of any and all of the documents incorporated herein by reference (not including
exhibits to the information that is incorporated by reference, unless such
exhibits are specifically incorporated by reference into the information
incorporated herein by reference). Requests should be addressed to Lawrence I.
Wills, Granite Broadcasting Corporation, 767 Third Avenue, 34th Floor, New York,
New York 10017, telephone (212) 826-2530.
2
<PAGE>
THE COMPANY
PART I
ITEM 1. BUSINESS
Granite Broadcasting Corporation ("Granite" or the "Company"), a Delaware
corporation, is a group broadcasting company founded in 1988 to acquire and
manage network-affiliated television stations and other media and
communications-related properties. The Company's goal is to identify and
acquire properties that management believes have the potential for
substantial long-term appreciation and to aggressively manage such properties
to improve their operating results. The Company currently owns and operates
ten network-affiliated television stations: KNTV (TV), the ABC affiliate
serving San Jose, California and the Salinas-Monterey, California television
market ("KNTV"); WTVH-TV, the CBS affiliate serving Syracuse, New York
("WTVH"); KSEE-TV, the NBC affiliate serving Fresno-Visalia, California
("KSEE"); WPTA-TV, the ABC affiliate serving Fort Wayne, Indiana ("WPTA");
WEEK-TV, the NBC affiliate serving Peoria-Bloomington, Illinois ("WEEK-TV");
KBJR-TV, the NBC affiliate serving Duluth, Minnesota and Superior, Wisconsin
("KBJR"); KEYE-TV, the CBS affiliate serving Austin, Texas ("KEYE"); WWMT-TV,
the CBS affiliate serving Grand Rapids-Kalamazoo-Battle Creek, Michigan
("WWMT"); WKBW-TV, the ABC affiliate serving Buffalo, New York ("WKBW"); and
WDWB-TV (formerly called WXON-TV), the WB network serving Detroit, Michigan
("WDWB"). KBJR and WEEK were acquired in separate transactions in October
1988, WPTA was acquired in December 1989, KNTV was acquired in February 1990,
WTVH and KSEE were acquired in December 1993, KEYE was acquired in February
1995, WWMT and WKBW were acquired in separate transactions in June 1995 and
WDWB was acquired in January 1997. WLAJ-TV, the ABC affiliate serving
Lansing, Michigan ("WLAJ") is currently being operated by the Company
pursuant to a time brokerage agreement that was entered into in October 1996.
The Company owns each of KNTV, WTVH, KSEE, WPTA, KBJR, KEYE, WWMT and WKBW
and WDWB through separate wholly owned subsidiaries (collectively, the
"Subsidiaries"; references herein to the "Company" or to "Granite" include
Granite Broadcasting Corporation and its subsidiaries). The Company's
long-term objective is to acquire additional television stations and to
pursue acquisitions of other media and communications-related properties in
the future.
On October 3, 1997, Granite entered into a definitive agreement with Pacific
FM Incorporated ("Pacific"), a California corporation, James J. Gabbert and
Michael P. Lincoln, to acquire 51% of the outstanding stock of Pacific, the
owner of KOFY-TV, the WB Network affiliated station serving the San
Francisco-Oakland-San Jose, California television market. At the closing of this
purchase, it is contemplated that Granite will acquire the remaining 49% of the
stock of Pacific. The total purchase price for all the stock of Pacific will be
$143.75 million in cash. In addition, Granite will pay $30 million to the
principal shareholders of Pacific for a covenant not to compete in the San
Francisco-San Jose television market for a period of five years from the closing
of Granite's acquisition.
The proposed acquisition is subject to approval by the Federal
Communications Commission (the "FCC") and is expected to be completed during the
third quarter of 1998. Because Granite already owns a television station with an
overlapping service area, KNTV, the ABC affiliate licensed to serve San Jose,
California, the Company will request a waiver from the FCC to permit Granite to
own both KNTV and KOFY-TV.
3
<PAGE>
CERTAIN INVESTMENT CONSIDERATIONS
RISK FACTORS
LIMITATIONS ON FINANCIAL FLEXIBILITY; EFFECT OF NON-COMPLIANCE
WITH RESTRICTIVE COVENANTS
The Company has incurred significant indebtedness in connection with the
acquisition of its ten television stations and anticipates incurring
additional indebtedness in connection with future acquisitions, including the
acquisition of WLAJ and the acquisition of the stock of Pacific (the "KOFY
Acquisition"). At September 30, 1997, the Company's long-term indebtedness
was approximately $382,768,000 and its combined long-term indebtedness and
liquidation and redemption obligations on its 12 3/4% Cumulative Exchangeable
Preferred Stock and its Cumulative Convertible Exchangeable Preferred Stock
(collectively, the "Preferred Stock") was approximately $585,447,000. The
Indenture (the "9 3/8% Note Indenture") governing the Company's 9 3/8% Senior
Subordinated Notes due December 2005 (the "9 3/8% Notes"), the Indenture (the
"10 3/8% Note Indenture" and collectively with the 9 3/8% Note Indenture the
"Existing Indentures") governing the Company's 10 3/8% Senior Subordinated
Notes due May 15, 2005 (the "10 3/8% Notes") and the Company's existing credit
agreement (the "Credit Agreement") contain various financial and operating
covenants that, among other things, require the maintenance of certain
financial ratios and restrict the Company's ability to borrow funds and to
utilize funds for various purposes, including investments in certain
subsidiaries. These restrictions, in combination with the leveraged nature of
the Company, could limit the ability of the Company to respond to market
conditions or meet extraordinary capital needs, or could adversely affect the
Company's ability to finance its future operations or capital needs, or
engage in other business activities which could be in the interest of the
Company.
A substantial portion of the Company's cash flow from operations is required
for debt service. The Company's ability to service its debt, including the
9 3/8% Notes and 10 3/8% Notes (collectively, the "Existing Notes"), borrowings
under the Credit Agreement and the Company's 12 3/4% Exchange Debentures due
2009 (the "Exchange Debentures") and the Company's 7 3/4% Junior Subordinated
Convertible Exchange Debentures due 2005, if issued, will depend upon the
Company's future operating performance, which is subject to financial,
political, business, regulatory and other factors, many of which are beyond the
Company's control. Since borrowings under the Credit Agreement bear interest at
rates that will fluctuate with certain prevailing interest rates, increases in
such prevailing interest rates likely will increase the Company's interest
payment obligations with respect to borrowings thereunder and could have an
adverse effect on the Company.
Additionally, if the Company were to sustain a decline in its operating
results, it could experience difficulty in complying with the covenants that are
contained in the Credit Agreement and any other agreements governing future
indebtedness of the Company. The failure to comply with such covenants could
result in an event of default under these agreements, thereby permitting
acceleration of indebtedness incurred pursuant thereto, as well as indebtedness
under other instruments that contain cross-acceleration or cross-default
provisions, including the Existing Notes.
DEPENDENCE ON SUBSIDIARIES
Nine of the Company's ten owned and operated television stations are owned
by wholly-owned subsidiaries of the Company, and future acquisitions including
the acquisition of WLAJ and the KOFY Acquisition, will likely be made through
present or future subsidiaries. The Company's cash flow and consequent ability
to service its debt, and its ability to redeem its preferred stock for cash
(whether upon a mandatory redemption, a Change of Control (as defined herein) or
otherwise) will be dependent upon the earnings of its subsidiaries and the
distribution of those earnings to the Company, or upon loans or other payments
of funds by those subsidiaries to the Company. The Company anticipates, with
respect to stations it acquires, implementing strategies to improve operating
results, including aggressively managing personnel and other operating expenses.
Although these strategies have been successfully implemented by the Company in
the case of the Company's existing stations, there can be no assurance
4
<PAGE>
that the Company will be able to successfully implement such strategies in
the future. In addition, there also can be no assurance that the Company and
its subsidiaries will experience continued growth or continued improved
operating results in the future. The Company's subsidiaries have no
obligation, contingent or otherwise, to make any funds available to the
Company. The Credit Agreement and the Existing Indentures impose certain
limitations on the ability of subsidiaries of the Company to enter into
agreements restricting their ability to declare dividends or make
distributions or advances to the Company.
ABSENCE OF NET INCOME; POSSIBLE CHANGES IN FUTURE UTILIZATION OF NET
OPERATING LOSSES FOR TAX PURPOSES
The Company reported a net loss of $10,535,000, $5,042,000, $783,000 and
$8,785,000 for the years ended December 31, 1992, 1993, 1995 and 1996,
respectively. The losses were primarily caused by the substantial interest
expense on debt incurred by the Company to finance the acquisitions of its
television broadcasting stations (and extraordinary losses of $5,709,000,
$1,007,000 and $2,891,000 incurred in 1992, 1993 and 1996, respectively, on the
early extinguishment of debt) and depreciation and amortization charges. There
can be no assurances that the Company will not report net losses in the future.
The future utilization of a portion of the Company's net operating losses for
federal income tax purposes is subject to an annual limitation.
DEPENDENCE ON KEY PERSONNEL
W. Don Cornwell, the Chief Executive Officer and Chairman of the Board of
Directors of the Company, and Stuart J. Beck, the President and Secretary of the
Company, have each entered into employment agreements with the Company. Each
agreement provides for a two-year employment term and will be automatically
renewed for a subsequent two-year term except upon advance notice of nonrenewal
by either party. The current terms under the agreements expire on September 19,
1999. The agreements provide that Mr. Cornwell and Mr. Beck will not engage in
any business activities during the term of such agreements outside the scope of
their employment with the Company unless approved by a majority of the Company's
independent directors. The loss of the services of certain key personnel
currently employed by the Company could have an adverse impact on the Company.
There can be no assurance that the services of such personnel will continue to
be made available to the Company. The Company does not maintain key man life
insurance on any of its employees.
DEPENDENCE ON CONTINUED NETWORK AFFILIATION
Three of the Company's television stations are affiliated with NBC, three
of the Company's television stations and WLAJ are affiliated with ABC, three
of the Company's stations are affiliated with CBS, and WDWB is affiliated
with the WB Network ("WB") (NBC, ABC, CBS and WB are referred to herein
individually as a "Network" and collectively as the "Networks"). Under each
of the Company's affiliation agreements (except for the WDWB affiliation
agreement, which is an at will arrangement), the terms of which range from
seven to ten years, the Networks may, under certain circumstances, terminate
the agreement upon advance written notice. The non-renewal or termination of
one or more of the Network affiliation agreements could have a material
adverse effect on the Company's results of operations and liquidity. No
assurance can be given that the Company's Network affiliation agreements will
be renewed or that such agreements will not be terminated.
RISK OF CHANGE IN GOVERNMENT REGULATION; NECESSITY OF FCC LICENSES
The Company's operations are subject to significant regulation by the FCC
under the Communications Act of 1934, as amended (the "Communications Act"). The
Communications Act prohibits the operation of television broadcasting stations
except pursuant to a license issued by the FCC and empowers the FCC, among other
things, to issue, renew, revoke and modify broadcasting licenses, adopt
regulations to carry out the provisions of the Communications Act and impose
penalties for violation of such regulations. The Telecommunications Act of 1996,
which amends major provisions of the Communications Act, was enacted on February
8, 1996. The FCC has recently adopted rules relating to digital television, and
has under consideration and the U.S. Congress and the FCC may in the future
adopt new laws, regulations and policies regarding a wide variety of matters
which could, directly
5
<PAGE>
or indirectly, materially affect the operation and ownership of the Company's
broadcast properties.
COMPETITION, CHANGES IN THE BROADCAST INDUSTRY AND GENERAL ECONOMIC
CONDITIONS
Technological innovation, and the resulting proliferation of programming
alternatives, have fractionalized television viewing audiences and subjected
traditional television broadcast stations to new types of competition. These
changes have had and will continue to have an effect on the broadcasting
industry in general. In addition, the television industry is affected by
prevailing economic conditions. Since the Company relies on sales of advertising
time at its stations for substantially all of its revenues, the Company's
operating results are and will be sensitive to general economic conditions and
regional conditions in each of the local markets in which the stations operate.
The Company cannot predict the future direction of such conditions.
RISK OF INABILITY TO FINANCE CHANGE OF CONTROL OFFER
W. Don Cornwell and Stuart J. Beck, through their ownership of all of the
outstanding shares of the Company's Class A Common Stock, par value $.01 per
share (the "Voting Common Stock"), possess 55% and 45%, respectively, of the
voting power in the Company. As long as Messrs. Cornwell and Beck hold all of
the outstanding shares of Voting Common Stock, they will be able to elect all of
the Company's directors and, under most circumstances, amend the Company's
Certificate of Incorporation and effect a merger, sale of assets or other
fundamental corporate transaction without the approval of the other stockholders
of the Company and will be able to defeat any unsolicited attempt to acquire
control of the Company.
Upon the occurrence of a Change of Control, the Company will be required to
offer to purchase all of the Existing Notes and any outstanding Exchange
Debentures at 101% of the principal amount thereof plus accrued and unpaid
interest thereon to the date of purchase, of which approximately $249,768,000
million principal amount, in the aggregate, were outstanding as of September 30,
1997. In the event of a Change of Control, the Company will also be required to
offer to purchase all outstanding Preferred Stock at a purchase price equal to
101% of the aggregate liquidation preference thereof plus, without duplication,
accumulated and unpaid dividends thereon to the date of purchase. A Change of
Control is also an event of default under the Credit Agreement. If a Change of
Control were to occur, there can be no assurance that the Company would have
sufficient funds to repay all borrowings under the Credit Agreement and pay the
Change of Control purchase price for all Preferred Stock, Existing Notes and
Exchange Debentures tendered by the holders thereof. A Change of Control will be
deemed to have occurred at such time as any Person or any Persons (other than
one or more Permitted Holders) acting together that would constitute a "group"
(a "Group") for purposes of Section 13(d) of the Exchange Act becomes the
beneficial owner of 50% or more of the total voting power of all classes of
Voting Stock of the Company, or at such time as such Person or Group succeeds in
having a sufficient number of its nominees elected to the Board of Directors of
the Company such that such nominees, when added to any existing directors
remaining on the Board of Directors of the Company after such election who are
Affiliates of such Group, will constitute a majority of the Board of Directors
of the Company. "Permitted Holder" means (i) W. Don Cornwell and Stuart J. Beck,
(ii) the members of the immediate family of either of the persons named in
clause (i) above, (iii) any trust created for the benefit of the persons
described in clauses (i) or (ii) above or any of their estates, or (iv) any
corporation that is controlled by any Person described in clauses (i), (ii) or
(iii) above.
LIMITATION ON DIVIDENDS
The Company has never declared or paid dividends on its Common Stock
(Nonvoting). The Company's ability to pay cash dividends on the Company's Common
Stock (Nonvoting) is subject to certain limitations under the Indentures
governing the Existing Notes and the Credit Agreement.
6
<PAGE>
USE OF PROCEEDS
The Company will receive none of the proceeds associated with this offering
of Common Stock (Nonvoting). The proceeds received from the purchase of the
Common Stock (Nonvoting) by the Selling Stockholders under the Company's
Employee Stock Plans are being added to the Company's general funds. The
principal purpose of this offering is to resell the Common Stock (Nonvoting)
acquired by the Selling Stockholders under the Company's Employee Stock Plans.
SELLING STOCKHOLDERS
The following table sets forth the name and relationship with the Company,
if any, within the past three years of each Selling Stockholder, the number of
shares of Voting Common Stock and Common Stock (Nonvoting) that each Selling
Stockholder beneficially owned directly or indirectly as of September 30, 1997,
the number of shares of Common Stock (Nonvoting) that are being registered on
behalf of each of the Selling Stockholders, and the amount and percentage of the
Common Stock (Nonvoting) to be owned by each Selling Stockholder after
completion of the offering assuming the sale of all of the Common Stock
(Nonvoting) being offered hereunder.
7
<PAGE>
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED MAXIMUM NUMBER OF BENEFICIAL OWNERSHIP OF
DIRECTLY OR SHARES OF COMMON COMMON
NAME OF SELLING INDIRECTLY AS OF STOCK (NONVOTING) STOCK (NONVOTING) AFTER
STOCKHOLDERS/ 10/1/97 REGISTERED** OFFERING
RELATIONSHIP TO ----------------------- ------------------- -----------------------
THE COMPANY VOTING NONVOTING NUMBER %
- ---------------------------------------------- --------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
W. Don Cornwell 98,250 853,300(a) 1,294,200 61,900 *
Chairman of the Board
of Directors
Stuart J. Beck 80,250 743,162(b) 1,071,278 73,684 *
President
and Secretary
Robert E. Selwyn, Jr. -- 22,012(c) 183,962 10,050 *
Chief Operating Officer
Lawrence I. Wills -- 11,238(d) 31,238 -- --
Vice President-Finance
and Controller
Ellen McClain -- 6,173 26,173 -- --
Vice President-Corporate
Development and
Treasurer
Martin F. Beck -- 104,702(e) 50,588 74,514 *
Director
James L. Greenwald -- 110,315(f) 50,588 79,227 *
Director
Vickee Jordan Adams -- 16,425(g) 34,788 2,337 *
Director
Thomas R. Settle -- 80,200(h) 52,188 50,512 *
Director
Charles J. Hamilton, Jr. -- 25,838(i) 51,388 250 *
Director
Mikael Salovaara -- 121,538(j) 43,788 97,250 1.1%
Director
Edward Dugger -- 8,388(k) 29,388 -- --
Director
</TABLE>
- ------------------------
Note: (*) The Selling Stockholder has beneficial ownership of less than 1% of
the Common Stock (Nonvoting).
(**) Includes shares of Common Stock (Nonvoting)
registered under the original registration statement on Form S-8 prior to this
Amendment.
(a) Includes 460,900 shares issuable upon exercise of options granted to Mr.
Cornwell under the Stock Option Plan which are exercisable at the option of
the holder within sixty (60) days, 17,500 shares issuable upon the
conversion of 3,500 shares of Cumulative Convertible Exchangeable Preferred
Stock which are convertible at the option of the holder within sixty (60)
days, and a total of 3,900 shares held by Mr. Cornwell's immediate family.
Mr. Cornwell disclaims beneficial ownership with respect to such 3,900
shares.
(b) Includes 541,000 shares issuable upon exercise of options granted to Stuart
J. Beck under the Stock Option Plan which are exercisable at the option of
the holder within sixty (60) days, and 50,000 shares issuable upon the
conversion of 10,000 shares of Cumulative Convertible Exchangeable Preferred
Stock which are convertible at the option of the holder within sixty (60)
days.
(c) Includes 8,000 shares issuable upon exercise of options granted under the
Stock Option Plan which are exercisable at the option of the holder within
60 days.
8
<PAGE>
(d) Includes 3,750 shares issuable upon exercise of options granted under the
Stock Option Plan which are exercisable at the option of the holder within
sixty (60) days.
(e) Includes 19,750 shares issuable upon the conversion of 3,950 shares of
Cumulative Convertible Exchangeable Preferred Stock (including 450 shares of
such stock held by Mr. Beck's spouse) which are convertible at the option of
the holder within sixty (60) days, 6,000 shares held by Mr. Beck's spouse
and 24,700 shares issuable upon exercise of options granted under the
Directors' Stock Option Plan which are exercisable at the option of the
holder within sixty (60) days. Mr. Beck disclaims beneficial ownership with
respect to shares held by his spouse.
(f) Includes 5,000 shares issuable upon conversion of 1,000 shares of Cumulative
Convertible Exchangeable Preferred Stock which are convertible at the option
of the holder within sixty (60) days and 27,400 shares issuable upon
exercise of options granted under the Directors' Stock Option Plan which are
exercisable at the option of the holder within sixty (60) days.
(g) Includes 11,700 shares issuable upon exercise of options granted under the
Director's Stock Option Plan which are exercisable at the option of the
holder within sixty (60) days.
(h) Includes 15,000 shares issuable upon the conversion of 3,000 shares of
Cumulative Convertible Exchangeable Preferred Stock which are convertible at
the option of the holder within sixty (60) days, 4,500 shares held by Mr.
Settle's spouse as custodian for his children and 24,300 shares issuable
upon exercise of options granted under the Directors' Stock Option Plan
which are exercisable at the option of the holder within sixty (60) days.
Mr. Settle disclaims beneficial ownership with respect to the shares held by
his spouse as custodian for his children.
(i) Includes 23,200 shares issuable upon exercise of options granted under the
Directors' Stock Option Plan, which are exercisable at the option of the
holder within sixty (60) days.
(j) Includes: (i) 3,500 shares, and 5,000 shares issuable upon the conversion of
1,000 shares of Cumulative Convertible Exchangeable Preferred Stock which
are convertible at the option of the holder within sixty (60) days, held in
Trust for the benefit of one of Mr. Salovaara's children for which Mr.
Salovaara is the Trustee; (ii) 3,500 shares, and 5,000 shares issuable upon
the conversion of 1,000 shares of Cumulative Convertible Exchangeable
Preferred Stock, which are convertible at the option of the holder within
sixty (60) days, held in Trust for the benefit of one of Mr. Salovaara's
children for which Mr. Salovaara's spouse is the Trustee; (iii) 59,750
shares issuable upon the conversion of 11,950 shares of Cumulative
Convertible Exchangeable Preferred Stock, which are convertible at the
option of the holder within sixty (60) days; (iv) 21,900 shares issuable
upon exercise of options granted under the Directors' Stock Option Plan
which are exercisable at the option of the holder within sixty (60) days;
and (v) 5,000 shares issuable upon conversion of 1,000 shares of Cumulative
Convertible Exchangeable Preferred Stock, which are convertible at the
option of the holder within sixty (60) days, held in Trust for the benefit
of nonaffiliates of Mr. Salovaara, for which Mr. Salovaara and Mr.
Salovaara's spouse are among the Trustees and as to which Mr. Salovaara
disclaims beneficial ownership.
(k) Includes 6,000 shares issuable upon exercise of options granted under the
Directors' Stock Option Plan which are exercisable at the option of the
holder within sixty (60) days.
9
<PAGE>
PLAN OF DISTRIBUTION
It is expected that the offering of Common Stock (Nonvoting) by the
Selling Stockholders will be effected from time to time in one or more
transactions in the NASDAQ National Market System, or in negotiated
transactions, or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling to or through broker-dealers and such broker-dealers
may receive compensation in the form of underwriting discounts, concessions
or commissions from the Selling Stockholders and/or the purchasers of Common
Stock (Nonvoting) for whom they may act as agent (which compensation may be
in excess of customary commissions). The Selling Stockholders and any
broker-dealers that participate with the Selling Stockholders in such a
distribution may be deemed to be underwriters. Any commissions received by
broker-dealers in a distribution and any profit on the sale by broker-dealers
in a distribution may be deemed to be underwriting discounts and commissions
under the Securities Act of 1933.
The Company will pay the expenses of registering the Common Stock
(Nonvoting) being offered by the Selling Stockholders, which are estimated to
be $5,000.
LEGAL OPINION
The legality of the shares of Common Stock (Nonvoting) of the Company
being offered hereby has been passed upon for the Company by Akin, Gump,
Strauss, Hauer & Feld, L.L.P., 1333 New Hampshire Ave., N.W., Suite 400,
Washington, D.C. 20036. Vernon E. Jordan, Jr., a partner in Akin, Gump,
Strauss, Hauer & Feld, L.L.P., holds, beneficially and of record, 8,264
shares of Company in Common Stock (Nonvoting).
EXPERTS
The consolidated financial statements of the Company incorporated by
reference in the Company's Annual Report (Form 10-K) for the year ended
December 31, 1996 and the financial statements of WXON-TV, Inc. included in
the Company's Form 8-K/A dated April 14, 1997, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their reports thereon
included (or incorporated by reference) therein and incorporated herein by
reference. Such financial statements are incorporated herein in reliance upon
the reports of Ernst & Young LLP given upon the authority of such firm as
experts in accounting and auditing.
10
<PAGE>
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE
IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Company............................................... 3
Certain Investment Considerations......................... 4
Use of Proceeds........................................... 7
Selling Stockholders...................................... 7
Plan of Distribution...................................... 10
Legal Opinion............................................. 10
Experts................................................... 10
</TABLE>
2,919,567 SHARES
GRANITE BROADCASTING CORPORATION
COMMON STOCK (NONVOTING)
(PAR VALUE $.01 PER SHARE)
---------------------
PROSPECTUS
---------------------
October 22, 1997
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in the registration
statement:
(a) The Company's Annual Report on Form 10-K and Form 10-K/A for the
year ended December 31, 1996;
(b) The Company's Reports on Form 8-K dated January 15, 1997, Form 8-K
dated February 7, 1997, Form 8-K/A dated April 14, 1997 and Form
8-K/A dated June 27, 1997 and Form 8-K dated October 17, 1997;
(c) The Company's Quarterly Report on Form 10-Q and Form 10-Q/A for the
quarter ended March 31, 1997 and Form 10-Q for the quarter ended
June 30, 1997; and
(d) The description of the Company's Common Stock (Nonvoting) contained
in the Company's Registration Statement on Form 8-A filed on
December 13, 1991, together with any amendment or report filed for
the purpose of updating such description, to the extent of such
updating.
All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
reports and documents. Any statement contained herein or in a document
incorporated, or deemed to be incorporated, by reference herein shall be
deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained herein, or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part thereof.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Vernon E. Jordan, Jr., a partner in Akin, Gump, Strauss, Hauer & Feld,
L.L.P., holds, beneficially and of record, 8,264 shares of the Company's
Common Stock (Nonvoting).
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL"), Article Eighth of the Company's Third Amended and Restated
Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), eliminates the liability of the Company's directors to the
Company or its stockholders, except for liabilities related to breach of duty
of loyalty, actions not in good faith and certain other liabilities.
II-1
<PAGE>
Section 145 of the DGCL provides, in substance, that Delaware
corporations shall have the power, under specified circumstances, to
indemnify their directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them by a third party or in the
right of the corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against expenses incurred in any
such action, suit or proceeding. The DGCL also provides that Delaware
corporations may purchase insurance on behalf of any such director, officer,
employee or agent.
Article Eighth of the Certificate of Incorporation provides that the
Company shall indemnify any current or former director or officer to the
fullest extent permitted by the DGCL. Article Eighth further contemplates
that the indemnification provisions permitted thereunder are not exclusive of
any other rights to which such directors and officers are otherwise entitled
by means of Bylaw provisions, contracts, agreements, or otherwise. Article
VIII of the Company's Bylaws provides that the Company shall indemnify to the
fullest extent permitted by DGCL its current and former directors and
officers and persons serving as directors and officers of any corporation at
the request of the Company. The Company also maintains officers' and
directors' liability insurance which insures against liabilities that
officers and directors of the Company may incur in such capacities.
Reference is made to the Stock Option Plan, which provides that the
Company shall indemnify and hold harmless each member of the Stock Option
Committee of the Plan against certain liabilities arising by reason of such
person's membership on such committee and the board of directors of the
Company, except liabilities arising from such person's gross negligence or
willful misconduct.
Reference is made to the Granite Broadcasting Corporation Directors'
Stock Option Plan, which provides that the Company shall indemnify and hold
harmless each member of the board of directors of the Company against certain
liabilities arising out of any action, suit or proceeding regarding
administration of the Directors' Stock Option Plan in which such person may
be involved by reason of his being or having been a member of the Board of
Directors of the Company, except liabilities rising from such person's gross
negligence or willful misconduct or in respect of any matter in which any
settlement is effected to an amount in excess of the amount approved by the
Company on the advice of its legal counsel.
ITEM 7. EXEMPTION FROM REGISTRATION
All restricted securities to be reoffered and resold pursuant to this
registration statement were issued and sold pursuant to Section 4(2) of the
Securities Act of 1933.
ITEM 8. EXHIBITS
4.1 Granite Broadcasting Corporation Stock Option Plan, as amended on
April 29, 1997 (incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the Quarter ended March
31, 1997, Commission File No. 0-19728, filed on May 12, 1997).
4.2 Target Cash Flow Plan and Agreement, dated as of October 31, 1988
among Granite Broadcasting Corporation, W. Don Cornwell and Stuart
J. Beck (incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement No. 33-43770 filed on November 5, 1991.)
4.3 Granite Broadcasting Corporation Management Stock Plan, as amended
July 24, 1996 (incorporated by reference to Exhibit 10.15 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996, Commission File No. 0-19728, filed on August 13, 1996).
II-2
<PAGE>
4.4 Granite Broadcasting Corporation Director Stock Option
Plan, as amended February 25, 1997 (incorporated by
reference to Exhibit 10.19 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1996,
Commission File No. 0-19728, filed on March 21, 1997).
4.5 Granite Broadcasting Corporation Employee Stock Purchase
Plan (incorporated by reference to Exhibit 10.25 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995, Commission File No. 0-19728, filed on
March 29, 1995).
4.6 Granite Broadcasting Corporation Non-Employee Plan
Directors Stock Plan (incorporated by reference to
Exhibit 10.31 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1997, Commission
File No. 0-19728, filed on May 12, 1997).
5. Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1 Consent of Independent Auditors (Ernst & Young LLP).
23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in Exhibit 5).
24. Power of Attorney for the Company (included as part of
the signature page).
ITEM 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Provided, however, that paragraphs (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new
II-3
<PAGE>
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the DGCL, the Certificate of
Incorporation and Bylaws, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in such Securities Act, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in such
Securities Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Amendment No. 2 to the registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on October 22, 1997.
GRANITE BROADCASTING CORPORATION
BY: s/ W. Don Cornwell
------------------------------------------
W. DON CORNWELL
CHAIRMAN OF THE BOARD OF DIRECTORS
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
---------- ----- ----
s/ W. DON CORNWELL Chief Executive Officer October 22, 1997
- ------------------------------ (Principal Executive Officer)
W. Don Cornwell and Chairman of the Board of
Directors
s/ STUART J. BECK* President and Secretary October 22, 1997
- ----------------------------- (Principal Financial Officer)
Stuart J. Beck Secretary and Director
s/ LAWRENCE I. WILLS* Vice President--Finance and October 22, 1997
- ----------------------------- (Principal Accounting Officer)
Lawrence I. Wills Controller
s/ MARTIN F. BECK* Director October 22, 1997
- -----------------------------
Martin F. Beck
s/ JAMES L. GREENWALD* Director October 22, 1997
- -----------------------------
James L. Greenwald
s/ VICKEE JORDAN ADAMS* Director October 22, 1997
- -----------------------------
Vickee Jordan Adams
s/ EDWARD DUGGER III* Director October 22, 1997
- -----------------------------
Edward Dugger III
s/ CHARLES J. HAMILTON,JR.* Director October 22, 1997
- -----------------------------
Charles J. Hamilton, Jr.
s/ THOMAS R. SETTLE* Director October 22, 1997
- -----------------------------
Thomas R. Settle
s/ MIKAEL SALOVAARA* Director October 22, 1997
- -----------------------------
Mikael Salovaara
*By: s/ W. DON CORNWELL
------------------------
W. Don Cornwell
As Attorney-in-fact
II-5
<PAGE>
[Letterhead]
October 22, 1997
Granite Broadcasting Corporation
767 Third Avenue
34th Floor
New York, New York 10017
Ladies and Gentlemen:
We have acted as counsel to Granite Broadcasting Corporation,
a Delaware corporation (the "Company"), in connection with the
registration of 1,100,000 shares of Common Stock (Nonvoting), par
value $.01 per share (the "Common Stock (Nonvoting)") of the
Company, pursuant to Amendment No. 2 to the Registration Statement
on Form S-8 (the "Registration Statement") filed by the Company
under the Securities Act of 1933, as amended, and the proposed sale
of the Common Stock (Nonvoting) to the public.
In our opinion, the shares of Common Stock (Nonvoting)
registered under the Registration Statement have been duly
authorized for issuance by the Company, and are (or, with respect
to shares issuable by the Company, upon proper issuance and
delivery thereof in accordance with the agreement(s) governing such
issuances, will be) validly issued, fully paid and non-assessable.
We consent to the inclusion of this opinion in the
Registration Statement and reference to our firm under the caption
"Legal Opinion" in the Prospectus included in the Registration
Statement.
Very truly yours,
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
<PAGE>
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement Form S-8 No. 33-91056 pertaining to the Employee Stock
Plans of Granite Broadcasting Corporation and to the incorporation by
reference therein of our reports dated January 24, 1997, with respect to the
consolidated financial statements and schedule of Granite Broadcasting
Corporation for each of the three years in the period ended December 31, 1996
included in its Form 10-K for 1996; and January 17, 1997 with respect to the
financial statements of WXON-TV, Inc. for the two years ended September 30,
1996 included in its Form 8-K/A dated April 14, 1997, filed with the
Securities and Exchange Commission.
Ernst & Young, L.L.P.
New York, New York
October 21, 1997
