UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SYNERGY BRANDS INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
87159E-10-5
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(CUSIP Number)
Sinclair Broadcast Group, Inc.
10706 Beaver Dam Road
Cockeysville, Maryland 21030
(410) 568-1500
c/o David D. Smith
President and Chief Executive Officer
With copies to:
Roger J. Patterson, Esquire
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037
(202) 663-6000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 1, 2000
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), (f) or (g), check the following box:
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be 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 ("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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
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SCHEDULE 13D
________________________________________________________________________________
CUSIP No. 87159E-10-5
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Sinclair Broadcast Group, Inc.
52-1494660
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (See Instructions)
CO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,200,000
OWNED BY
EACH
REPORTING
PERSON
WITH
________________________________________________________________________________
8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
3,200,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,200,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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This Schedule 13D (Amendment No. 1) is filed on behalf of Sinclair
Broadcast Group, Inc. to disclose changes in beneficial ownership of shares.
ITEM 1. SECURITY AND ISSUER.
No change.
ITEM 2. IDENTITY AND BACKGROUND.
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of December 1, 2000, Sinclair entered into a Modification Agreement
by and among Sinclair, Synergy Brands Inc. and BeautyBuys.com Inc. pursuant to
which Sinclair transferred to Synergy Brands 900,000 shares of Class B common
stock of BeautyBuys in exchange for Synergy Brands' issuance to Sinclair of
500,000 shares of common stock of Synergy Brands and options to acquire 500,000
additional shares of common stock of Synergy Brands. The options were fully
vested upon grant and are exercisable at a price of seventy cents per share for
ten years from the grant.
In addition, the parties agreed to reduce from $50 million to $12
million (of which $7 million in commercial advertising time is currently
remaining) the amount of unused commercial advertising inventory promised to
BeautyBuys under the terms and conditions of the Stock Purchase Agreement and
Option Agreement, each dated as of November 23, 1999, between Sinclair and
BeautyBuys. Sinclair was relieved of its obligation to provide $30 million worth
of the unused commercial advertising inventory upon terminating its option to
purchase 8.1 million shares of BeautyBuys Class B common stock. BeautyBuys
relieved Sinclair of its obligation to provide $8 million worth of the unused
commercial advertising inventory in exchange for Sinclair allowing BeautyBuys to
assign the remaining $7 million worth of commercial advertising time.
ITEM 4. PURPOSE OF TRANSACTION.
Sinclair intends to eliminate its equity ownership in BeautyBuys while
increasing its equity ownership in Synergy Brands as part of its strategic
investment arrangement. Other than as set forth above, the prior disclosure is
unchanged.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) According to Synergy Brands' most recent quarterly report on Form
10-Q, Synergy Brands had 15,658,635 shares of common stock issued and
outstanding on September 30, 2000 and, upon the issuance of the 500,000 shares
of common stock of Synergy Brands to Sinclair pursuant to the Modification
Agreement, Synergy Brands will have 16,158,635 shares of common stock issued and
outstanding. Sinclair's direct and beneficial ownership of 2,700,000 shares of
common stock of Synergy Brands, together with Sinclair's beneficial ownership of
options to acquire 500,000 additional shares of common stock of Synergy Brands,
represents approximately 19.8 percent of the issued and outstanding common stock
of Synergy Brands.
(b) Sinclair has sole power to vote or direct the vote, and sole power
to dispose or direct the disposition, of 3,200,000 shares of common stock of
Synergy Brands.
(c) Other than as reported in Item 3 above, Sinclair has not effected
any transactions in the common stock of Synergy Brands during the sixty days
preceding the date of this Schedule 13D.
(d) Not applicable.
(e) Not applicable. However, Sinclair intends to assign and transfer
its entire interest in its shares of common stock of Synergy Brands in order to
capitalize its wholly-owned subsidiary, Sinclair Ventures, Inc.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
As discussed in Item 5(e) above, Sinclair intends to assign and
transfer its entire interest in its shares of common stock of Synergy Brands in
order to capitalize its wholly-owned subsidiary, Sinclair Ventures, Inc. See
Item 3 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Modification Agreement, dated as of December 1, 2000, by and among
Sinclair Broadcast Group, Inc., Synergy Brands Inc. and BeautyBuys.com Inc.
(2) Exhibit 1, Demand Registration Rights, to the Modification
Agreement, dated as of December 1, 2000, by and among Sinclair Broadcast Group,
Inc., Synergy Brands Inc. and BeautyBuys.com Inc.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this amendment is
true, complete and correct.
Dated: December 21, 2000
Cockeysville, Maryland SINCLAIR BROADCAST GROUP, INC.
By: /s/ Patrick J. Talamantes
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Patrick J. Talamantes
Chief Financial Officer
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