UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)(1)
ACRODYNE COMMUNICATIONS, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
00500E-10-4
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(CUSIP Number)
Sinclair Broadcast Group, Inc.
c/o David D. Smith, President and CEO
10706 Beaver Dam Road
Cockeysville, MD 21030
(410) 568-1500
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)
July 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 Rule 13d-1(e), 13d-1(f) or 13d-1(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 Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
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(1) 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 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).
(SC13D-07/98)
<PAGE>
CUSIP No. 00500E-10-4
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SINCLAIR BROADCAST GROUP, INC.
52-1494660
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
4,865,542
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,256,376
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
609,166
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,865,542
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Capitalized terms not otherwise defined in this amendment shall have the
meanings given to them in the original filing of this Schedule 13D.
________________________________________________________________________________
Item 1. Security and Issuer.
________________________________________________________________________________
Item 2. Identity and Background.
The principal executive offices of Sinclair Broadcast Group, Inc. are
located at 10706 Beaver Dam Road, Cockeysville, Maryland 21030.
By virtue of a voting arrangement in the Investment Agreement, Sinclair
may be deemed to be a member of a group including A. Robert Mancuso with respect
to the ownership of securities of Acrodyne. This report is filed on behalf of
Sinclair only, and information in this report relating to the ownership of
Acrodyne securities by Mr. Mancuso is to the best knowledge of Sinclair.
(a-c) Following are the names, business addresses and principal
occupations of the executive officers and directors of Sinclair.
<TABLE>
<CAPTION>
NAME ADDRESS PRINCIPAL OCCUPATION
---- ------- --------------------
<S> <C> <C>
(1) David D. Smith 10706 Beaver Dam Road President, Chief Executive Officer and
Cockeysville, Maryland 21030 Chairman of the Board of Sinclair
(2) Frederick G. Smith 10706 Beaver Dam Road Vice President and Director of Sinclair
Cockeysville, Maryland 21030
(3) J. Duncan Smith 10706 Beaver Dam Road Vice President, Secretary and Director
Cockeysville, Maryland 21030 of Sinclair
(4) David B. Amy 10706 Beaver Dam Road Executive Vice President of Sinclair
Cockeysville, Maryland 21030
(5) Patrick J. Talamantes 10706 Beaver Dam Road Chief Financial Officer of Sinclair
Cockeysville, Maryland 21030
(6) Barry P. Drake 10706 Beaver Dam Road Chief Executive Officer of Sinclair
Cockeysville, Maryland 21030 Communications Inc.
(7) Lawrence E. McCanna 1818 Charles Center South Partner, Gross, Mendelsohn & Associates,
36 S. Charles Street P.A.
Baltimore, Maryland 21202
(8) Basil A. Thomas 100 Light Street, Suite 1100 Of Counsel, Thomas & Libowitz, P.A.
Baltimore, Maryland 21202
(9) Robert E. Smith 10706 Beaver Dam Road Director of Sinclair
Cockeysville, Maryland 21030
</TABLE>
(d) None of the persons identified in (1) through (9) on the above table
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations, or similar misdemeanors).
(e) None of the persons identified in (1) through (9) on the above table
has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Each of the persons identified in (1) through (9) on the above table is
a U.S. citizen.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
________________________________________________________________________________
Item 4. Purpose of Transaction.
Item 4, Paragraph 4, which currently reads as follows:
"The management structure of Acrodyne has been altered as well.
The day-to-day management of the company is conducted by a
management committee. The management committee consists of
three persons. Sinclair nominates one member, who is also
chairman of the committee. Sinclair also nominates a second
member, who must also be the chief operating officer of
Acrodyne, but Mr. Mancuso must consent to this nominee. Mr.
Mancuso nominates the third member, who must also be the chief
executive officer of Acrodyne."
is hereby deleted in its entirety and replaced with the following:
Since A. Robert Mancuso's resignation as President and CEO of Acrodyne
in July 2000, Nat S. Ostroff, Vice President for New Technology at Sinclair
Broadcast Group and Chairman of the Board of Directors of Acrodyne, has assumed
Mr. Mancuso's positions and duties as interim President and CEO. The management
committee that has been designated to conduct the day-to-day management of the
company currently consists of Mr. Ostroff, Andrew Whiteside and Mark Polovick.
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
(a) Sinclair, through (A) its direct ownership of 2,418,333 shares of
common stock of the Issuer, (B) its right to purchase 1,258,333 shares of common
stock of the Issuer pursuant to the Investor Warrant, (C) its right to acquire
579,710 shares of common stock of the Issuer pursuant to that certain Debenture
Agreement dated March 2000 between Sinclair and Issuer; and (D) its voting
agreement with Mr. Mancuso, is deemed to be the beneficial owner of 4,865,542
shares of common stock, representing approximately 53.7% of the issued and
outstanding common stock of the Issuer, of which 371,666 shares are shares
Sinclair believes are held by Mr. Mancuso and 237,500 shares are shares Sinclair
believes are obtainable upon exercise of options held by Mr. Mancuso.
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
________________________________________________________________________________
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SINCLAIR BROADCAST GROUP, INC.
September 20, 2000
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(Date)
/s/ Patrick J. Talamantes
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(Signature)
Patrick J. Talamantes
Chief Financial Officer
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(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
