<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
Sinclair Broadcast Group, Inc.
-------------------------------------
(Name of Issuer)
Class A Common Stock, $0.01 par value per share
--------------------------------------------------------------
(Title of Class of Securities)
829266 10 9
-----------------
(CUSIP Number)
Barry Baker
River City Broadcasting, L.P.
1215 Cole Street, St. Louis, Missouri 63106
------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 31, 1996
------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
<PAGE>
SCHEDULE 13D
- ----------------------------- ---------------------
CUSIP NO. 829266 10 9 PAGE 2 OF 14 PAGES
- ----------------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO OF River City Broadcasting, L.P.
ABOVE PERSON
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
-----
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS* OO (See Item 3)
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) ____ Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
6
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
4,181,818
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
4,181,818
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,181,818
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
X
----
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
Approximately 39.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON* PN
14
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------------- ---------------------
CUSIP NO. 829266 10 9 PAGE 3 OF 14 PAGES
- ----------------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO OF Better Communications, Inc.
ABOVE PERSON
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
-----
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS* OO (See Item 3)
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) ____ Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
6
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
4,181,818
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
4,181,818
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,181,818
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
X
----
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
Approximately 39.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON* CO
14
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------------- ---------------------
CUSIP NO. 829266 10 9 PAGE 4 OF 14 PAGES
- ----------------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO OF Barry Baker
ABOVE PERSON
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
-----
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS* OO (See Item 3)
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) ____ Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
6
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 691,218
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
4,181,818
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 691,218
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
4,181,818
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,873,036
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
X
----
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
Approximately 43.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON* IN
14
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Schedule 13D Page 5 of 14
River City Broadcasting, L.P.
Sinclair Broadcast Group, Inc.
This Statement on Schedule 13D is being filed pursuant to Rule 13d-1
of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT").
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to the Class A Common Stock,
par value $0.01 per share ("SBG COMMON STOCK"), of Sinclair Broadcast Group,
Inc., a Maryland corporation (the "COMPANY" or "SBG"). The Company's principal
executive offices are located at 2000 W. 41st Street, Baltimore, Maryland 21211.
ITEM 2. IDENTITY AND BACKGROUND
The persons filing this joint Statement on Schedule 13D are River City
Broadcasting, L.P. ("RCB"), Better Communications, Inc. ("BCI"), and Barry
Baker, ("BAKER") (collectively, the "RCB PARTIES"). Except as set forth
below, the information required to be set forth in this Item 2 of Schedule 13D
regarding the RCB Parties is set forth on Schedule I hereto.
BCI and Baker are parties to a Consent Agreement (the "CONSENT
AGREEMENT") with certain of the other limited partners of RCB that governs the
disposition by RCB of its shares of SBG Common Stock. (See Item 6) As such,
BCI and Baker are part of a group that consists of BCI, Baker, Larry D.
Marcus, Marcus Investments, L.P., Boston Ventures Limited Partnership IV,
Boston Ventures Limited Partnership IVA (together with Boston Ventures Limited
Partnership IV, "BOSTON VENTURES"), BancBoston Capital, Inc., BancBoston
Investments, Inc. and Pyramid Ventures, Inc. ("PYRAMID") (the "PARTNERSHIP
GROUP"). Except as set forth below, the information required to be set forth
in this Item 2 of Schedule 13D regarding the members of the Partnership Group
is set forth on Schedule II hereto. The information set forth on Schedule II
with respect to members of the Partnership Group other than any of the RCB
Parties is set forth to the best knowledge of the RCB Parties.
Baker is a party to a Voting Agreement (the "VOTING AGREEMENT") with
David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith
(collectively, the "SBG Stockholders") and Boston Ventures (the "VOTING
GROUP") that governs the voting by the SBG Stockholders of their shares of SBG
Common Stock in certain situations. (See Item 3)
<PAGE>
Schedule 13D Page 6 of 14
River City Broadcasting, L.P.
Sinclair Broadcast Group, Inc.
Except as set forth below, the information required to be set forth in this
Item 2 of Schedule 13D regarding the members of the Voting Group is set forth
on Schedule III hereto. The information set forth on Schedule III with
respect to members of the Voting Group other than any of the RCB Parties is
set forth to the best knowledge of the RCB Parties.
During the last five years, none of the RCB Parties, and to the best
knowledge of the persons filing this Statement, none of the members of the
Partnership Group, the members of the Voting Group or any of their respective
executive officers or directors have been convicted in any criminal
proceedings (excluding traffic violations or similar misdemeanors).
During the last five years, none of the RCB Parties, and to the best
knowledge of the persons filing this Statement, none of the members of the
Partnership Group, the members of the Voting Group or any of their respective
executive officers or directors have been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction as the result of
which it, he or she was or is subject to any 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. Notwithstanding the foregoing, affiliates of Pyramid that
beneficially own shares of SBG Common Stock have been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as
the result of which such affiliates were or are subject to any 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.
To the best knowledge of the persons filing this Statement, unless
otherwise indicated, all of the individuals listed in Schedules I, II and III
are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On May 31, 1996 the parties thereto consummated the transactions
contemplated pursuant to the Amended and Restated Asset Purchase Agreement
(the "PURCHASE AGREEMENT"), dated as of April 10, 1996, as amended and
restated as of May 31, 1996, by and between RCB and SBG, as assigned to and
assumed by certain wholly owned subsidiaries of SBG. Pursuant to the terms of
the Purchase Agreement, SBG purchased substantially all of the assets of RCB
(the
<PAGE>
Schedule 13D Page 7 of 14
River City Broadcasting, L.P.
Sinclair Broadcast Group, Inc.
"ACQUISITION"). In partial consideration for the Acquisition, SBG issued
1,150,000 shares of its Series A Exchangeable Preferred Stock (the "EXCHANGEABLE
PREFERRED STOCK") to RCB.
In connection with the Acquisition, the Voting Group entered into the
Voting Agreement pursuant to which the SBG Stockholders agreed to vote their
shares of the capital stock of SBG in favor of certain specified matters
including, but not limited to, an amendment to the charter of SBG (the "AMENDED
CHARTER"). (See Exhibit 7.01) Such Amended Charter would, among other things,
increase the authorized capital of SBG to permit the issuance to RCB of shares
of the SBG Common Stock. Subject to and upon the filing of the Amended Charter
subsequent to the SBG stockholders' meeting, which is anticipated to occur on
June 28, 1996, the Exchangeable Preferred Stock issued to RCB will automatically
be exchanged for an equivalent number of shares of the Series B Convertible
Preferred Stock (the "CONVERTIBLE PREFERRED STOCK") of SBG, which will then be
convertible at the holder's option at any time into 4,181,818 shares of SBG
Common Stock as reported herein.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction for which this Statement relates was to
facilitate the Acquisition (See Item 3). The RCB Parties will hold shares of
SBG Common Stock (into which the Convertible Preferred Stock is convertible)
for investment purposes.
Baker is a party to the Voting Agreement. The Voting Agreement
contemplates that the Amended Charter will be approved by the stockholders of
SBG and that the capital structure of SBG will be changed to increase the
authorized capital of SBG. Subject to certain regulatory restrictions, the SBG
Stockholders have agreed to vote for Baker and for a designee of Boston Ventures
as directors of the Company and Baker and Boston Ventures have agreed to vote
for the SBG Stockholders as directors of the Company during the periods
specified in the Voting Agreement. (See Exhibit 7.01)
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The RCB Parties, through their ownership of 1,150,000 shares of
Convertible Preferred Stock as described in Item 3, will be owners of record
of 4,181,818 shares of SBG Common Stock, which, when issued, will represent
approximately 39.9% of the issued and outstanding shares of SBG Common Stock.
These shares of Convertible Preferred Stock will be directly beneficially
owned by RCB, which is controlled by its
<PAGE>
Schedule 13D Page 8 of 14
River City Broadcasting, L.P.
Sinclair Broadcast Group, Inc.
general partner BCI, which in turn is controlled by Baker. Baker, through his
ownership of the vested Baker Stock Options (as defined in Item 6), may also
be deemed to beneficially own 691,218 shares of SBG Common Stock, resulting in
an aggregate of 4,873,036 shares of SBG Common Stock, which, when issued, will
represent approximately 43.7% of the issued and outstanding shares of SBG
Common Stock. To the best knowledge of the RCB Parties, none of the other
executive officers or directors of any of the RCB Parties have the right to
acquire or beneficially own any shares of SBG Common Stock as of the date of
this Statement.
Beneficial ownership by BCI and Baker of the 4,873,036 shares of SBG
Common Stock referred to in the preceding paragraph may be attributed to the
members of the Partnership Group that own shares of SBG Common Stock. As of
the date hereof, none of the members of the Partnership Group other than BCI
and Baker have the right to acquire or beneficially own any shares of SBG
Common Stock.
Affiliates of Pyramid beneficially own 11,507 shares of SBG Common
Stock. BT Securities Corporation, an affiliate of Pyramid, is a market maker in
SBG Common Stock and, as of June 11, 1996, is the beneficial owner of 5,507
shares of SBG Common Stock acquired in connection with its market making
activities.
To the best knowledge of the RCB Parties, the SBG Stockholders are the
beneficial owners of 5,600 shares of SBG Common Stock, representing 0.1% of
the issued and outstanding shares of SBG Common Stock, and, to the best
knowledge of the RCB Parties, are the beneficial owners of 28,476,981 shares
of Class B Common Stock of SBG, which are convertible at the holder's option
into 28,476,981 shares of SBG Common Stock. To the best knowledge of the RCB
Parties, on a fully diluted basis, the SBG Stockholders are the beneficial
owners of 28,482,581 shares of SBG Common Stock, representing 82.0% of the
issued and outstanding shares of SBG Common Stock. Beneficial ownership by
Baker of the 4,873,036 shares of SBG Common Stock referred to in the preceding
paragraph may be attributed to the members of the Voting Group that own shares
of SBG Common Stock. Baker and the SBG Stockholders, as members of the Voting
Group, may be deemed to beneficially own 33,355,617 shares of SBG Common
Stock, which, when issued, will represent 84.2% of the issued and outstanding
shares of SBG Common Stock. As of the date hereof, to the best knowledge of
the RCB Parties, Boston Ventures does not have the right to acquire or
beneficially own any shares of SBG Common Stock.
<PAGE>
Schedule 13D Page 9 of 14
River City Broadcasting, L.P.
Sinclair Broadcast Group, Inc.
(b) Subject to the terms and conditions of the partnership agreement
of RCB, the RCB Parties will share the power to vote or direct the vote, and to
dispose or direct the disposition of, 4,181,818 shares of SBG Common Stock. The
RCB Parties understand that Baker has the sole power to vote or direct the vote,
and sole power to dispose or direct the disposition of, 691,218 shares of SBG
Common Stock that he has the right to acquire and beneficially own through the
Baker Stock Options. The RCB Parties understand that BCI and Baker are members
of the Partnership Group and that therefore the Partnership Group may be deemed
to share beneficial ownership of 4,890,050 shares of SBG Common Stock which,
when issued, will represent 43.9% of the issued and outstanding SBG Common
Stock. The RCB Parties disclaim the power to vote or direct the vote, and
disclaim the power to dispose or direct the disposition of the 17,014 shares of
SBG Common Stock owned by affiliates of Pyramid. The RCB Parties understand that
Baker and SBG Stockholders are members of the Voting Group and that therefore
the Voting Group may be deemed to share beneficial ownership of 33,355,617
shares of SBG Common Stock, which, when issued, will represent 84.2% of the
issued and outstanding SBG Common Stock. The RCB Parties disclaim the power to
vote or direct the vote, and disclaim the power to dispose or to direct the
disposition of, the 28,482,581 shares of SBG Common Stock owned by the SBG
Stockholders.
Except for the 691,218 shares of SBG Common Stock subject to the Baker
Stock Options and except for the 28,482,581 shares of SBG Common Stock
beneficially owned by the SBG Stockholders, the number of shares set forth
above as beneficially owned by the RCB Parties does not include any shares
beneficially owned by any person listed on Schedule I, II or III hereto for
his or her personal investment account. The RCB Parties expressly disclaim
beneficial ownership of all such shares (if any) owned by all such persons.
Except as set forth in Item 6, the RCB Parties are not a party to any
agreement or arrangement of any kind with respect to the acquisition, holding,
voting or disposition of any shares of SBG Common Stock or any shares of SBG
Common Stock that they beneficially own.
(c) Except for the Acquisition described in Item 3, and except as set
forth above, to the best knowledge of the persons filing this Statement, no
transactions in SBG Common Stock were effected by any of the RCB Parties, any
of the members of the Partnership Group, any of the members of the Voting
Group or any of their respective executive officers or directors during the
past sixty days in open-market transactions.
<PAGE>
Schedule 13D Page 10 of 14
River City Broadcasting, L.P.
Sinclair Broadcast Group, Inc.
(d) To the best knowledge of the persons filing this Statement, no
other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the shares of SBG
Common Stock owned by any of the RCB Parties, any of the members of the
Partnership Group or any of the members of the Voting Group referred to in
paragraph (b) above.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Baker is a party to the Voting Agreement described in Item 2. The
Voting Agreement contemplates that the Amended Charter will be approved by the
stockholders of SBG and that the capital structure of SBG will be changed to
increase the authorized capital of SBG. Subject to certain regulatory
restrictions, the SBG Stockholders have agreed to vote for Baker and for a
designee of Boston Ventures as directors of the Company and Baker and Boston
Ventures have agreed to vote for the SBG Stockholders as directors of the
Company during the periods specified in the Voting Agreement. (See Exhibit 7.01)
BCI and Baker have entered into the Consent Agreement with the other
members of the Partnership Group described in Item 2 pursuant to which the
members of the Partnership Group have agreed to limit their disposition of such
shares of SBG Common Stock as may, subject to certain conditions, be distributed
to such parties in accordance with the terms of the partnership agreement of
RCB. (See Exhibit 7.02)
Baker and SBG have entered into a Stock Option Agreement (the "BAKER
OPTION AGREEMENT") pursuant to which SBG has agreed to grant Baker certain
options to acquire an aggregate of 1,382,435 shares of SBG Common Stock (the
"BAKER STOCK OPTIONS"). (See Exhibit 7.03) As of the date of this Statement,
Baker has the right to acquire and beneficially own 691,218 of these shares of
SBG Common Stock through vested Baker Stock Options. Remaining options will
continue to vest in equal amounts on each of May 31, 1997 and May 31, 1998.
<PAGE>
Schedule 13D Page 11 of 14
River City Broadcasting, L.P.
Sinclair Broadcast Group, Inc.
RCB and SBG entered into a Registration Rights Agreement (the
"REGISTRATION RIGHTS AGREEMENT") pursuant to which SBG has agreed to register
the shares of SBG Common Stock to be received by RCB (or such other holder as is
permitted) upon conversion of the Convertible Preferred Stock and the shares of
SBG Common Stock to be received by Baker upon the exercise of the Baker Stock
Options. (See Exhibit 7.04)
The foregoing description of the Voting Agreement, the Consent
Agreement, the Baker Option Agreement and the Registration Rights Agreement is
qualified in its entirety by reference to copies of the Voting Agreement, the
Consent Agreement, the Baker Option Agreement and the Registration Rights
Agreement, which are included herein as Exhibits 7.01, 7.02, 7.03 and 7.04,
respectively, and are specifically incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 7.01 Voting Agreement
Exhibit 7.02 Consent Agreement
Exhibit 7.03 Baker Option Agreement
Exhibit 7.04 Registration Rights Agreement
Exhibit 7.05 Joint Filing Agreement, dated June 18, 1996, by and among Baker,
RCB and BCI.
<PAGE>
Schedule 13D Page 12 of 14
of 14
River City Broadcasting, L.P.
Sinclair Broadcast Group, Inc.
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.
RIVER CITY BROADCASTING, L.P.
By: Better Communications, Inc.,
its general partner
June 18, 1996 By: /s/ Barry Baker
- ------------------------ -------------------------------------
Date Barry Baker
President
<PAGE>
Schedule 13D Page 13 of 14
River City Broadcasting, L.P.
Sinclair Broadcast Group, Inc.
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.
BETTER COMMUNICATIONS, INC.
June 18, 1996 By: /s/ Barry Baker
- ------------------------ -------------------------------------
Date Barry Baker
President
<PAGE>
Schedule 13D Page 14 of 14
River City Broadcasting, L.P.
Sinclair Broadcast Group, Inc.
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.
June 18, 1996 By: /s/ Barry Baker
- ------------------------ ---------------------------------------
Date BARRY BAKER
<PAGE>
SCHEDULE I
River City Broadcasting, L.P. ("RCB") is a Delaware limited partnership.
Better Communications, Inc. ("BCI") is a Delaware corporation and is the
general partner of RCB. The principal businesses of RCB and BCI are television
and radio broadcasting. The principal office and business address of RCB and
BCI is 1215 Cole Street, St. Louis, Missouri 63106. Barry Baker ("Baker") is
the Chief Executive Officer of RCB and the President of BCI. His principal
office and business address is c/o RCB at 1215 Cole Street, St. Louis,
Missouri 63106. Baker's present principal occupation is as President of BCI.
EXECUTIVE OFFICERS AND DIRECTORS OF BETTER COMMUNICATIONS, INC.
<TABLE>
<CAPTION>
Name and Address of
Corporation or Other
Business or Residence Principal Occupation or Organization in Which
Name Address Employment Employed
- ---- ------- ---------- ---------------------
<S> <C> <C> <C>
Barry Baker* 1215 Cole Street, St. Louis President, Better Chief Executive Officer,
MO 63106 Communications, Inc. River City Broadcasting,
L.P.
Larry D. Marcus* 34 West Brentmoor Park, Vice President, Secretary and General Partner, Marcus
Clayton, MO 63105 Treasurer, Better Investments, L.P.
Communications, Inc.
</TABLE>
* Also a Director of
Better Communications,
Inc.
<PAGE>
SCHEDULE II
Better Communications, Inc. ("BCI") is a Delaware corporation. The
principal office and business address of BCI is 1215 Cole Street, St. Louis,
Missouri 63106. Its principal business is television and radio broadcasting.
EXECUTIVE OFFICERS AND DIRECTORS OF BETTER COMMUNICATIONS, INC.
<TABLE>
<CAPTION>
Name and Address of
Corporation or Other
Business or Residence Principal Occupation or Organization in Which
Name Address Employment Employed
- ---- ------- ---------- --------
<S> <C> <C> <C>
Barry Baker* 1215 Cole Street, St. Louis President, Better Chief Executive Officer,
MO 63106 Communications, Inc. River City Broadcasting,
L.P.
Larry D. Marcus* 34 West Brentmoor Park, Vice President, Secretary General Partner, Marcus
Clayton, MO 63105 and Treasurer, Better Investments, L.P.
Communications, Inc.
</TABLE>
* Also a Director of
Better Communications, Inc.
Barry Baker ("Baker") is the Chief Executive Officer of River City
Broadcasting, L.P. and the President of BCI. His principal office and business
address is 1215 Cole Street, St. Louis, Missouri 63106. Baker's present
principal occupation is as President of BCI.
Larry D. Marcus ("Marcus") is the Vice President, Secretary and Treasurer
of BCI. His principal office and business address is 34 West Brentmoor Park,
Clayton, Missouri 63105. Marcus' present principal occupation is as Vice
President, Secretary and Treasurer of BCI. Marcus is also the General Partner of
Marcus Investments, L.P.
ii
<PAGE>
Marcus Investments, L.P. is a Missouri limited partnership, of which Marcus
is the General Partner. The principal office address of Marcus Investments, L.P.
is 34 West Brentmoor Park, Clayton, Missouri 63105. The principal business of
Marcus Investments, L.P. is to locate and invest in opportunities to enhance the
income of certain trusts that are limited partners of Marcus Investments, L.P.
Boston Ventures Limited Partnership IV is a Delaware limited partnership,
of which Boston Ventures Company Limited Partnership IV is the General Partner.
The principal office address of Boston Ventures Limited Partnership IV is 21
Custom House Street, Boston, MA 02110. The principal business of Boston Ventures
Limited Partnership IV is making investments.
Boston Ventures Limited Partnership IVA is a Delaware limited partnership,
of which Boston Ventures Company Limited Partnership IV is the General Partner.
The principal office address of Boston Ventures Limited Partnership IVA is 21
Custom House Street, Boston, MA 02110. The principal business of Boston Ventures
Limited Partnership IVA is making investments.
Boston Ventures Company Limited Partnership IV is controlled by the
following five general partners: Richard C. Wallace, William F. Thompson, Martha
H.W. Crowninshield, Roy F. Coppedge, III and Barbara M. Ginader. Their principal
business address is c/o Boston Ventures Management, Inc., 21 Custom House
Street, Boston, MA 02110. Their principal business is as partners of Boston
Ventures Company Limited Partnership IV.
BancBoston Capital, Inc. is a Massachusetts corporation. The principal
office address of BancBoston Capital, Inc. is 100 Federal Street, Boston, MA
02110. The principal business of BancBoston Capital, Inc. is making investments.
The ultimate controlling person of BancBoston Capital, Inc. is The Bank of
Boston Corporation.
EXECUTIVE OFFICERS AND DIRECTORS OF BANCBOSTON CAPITAL, INC.
iii
<PAGE>
<TABLE>
<CAPTION>
Name and Address of
Corporation or Other
Business or Residence Principal Occupation or Organization in Which
Name Address Employment Employed
- ---- ------- ---------- --------
<S> <C> <C> <C>
Frederick M. Fritz 100 Federal Street President; Director 100 Federal Street
01-32-01 01-32-01
Boston, MA 02110 Boston, MA 02110
(617) 434-2200 (617) 434-2200
(This address is the office (This address is the office
address for all executive address for all executive
officers set forth herein.) officers set forth herein.)
Zackery T. Edmonds Treasurer
R. Nelson Griebel Director
Paul F. Hogan Director
David K. McKown Director
</TABLE>
BancBoston Investments, Inc. is a Massachusetts corporation. The principal
office address of BancBoston Investments, Inc. is 100 Federal Street, Boston, MA
02110. The principal business of BancBoston Investments, Inc. is making
investments. The ultimate controlling person of BancBoston Investments, Inc. is
The Bank of Boston Corporation.
EXECUTIVE OFFICERS AND DIRECTORS OF BANCBOSTON INVESTMENTS, INC.
<TABLE>
<CAPTION>
Name and Address of
Corporation or Other
Business or Residence Principal Occupation or Organization in Which
Name Address Employment Employed
- ---- ------- ---------- --------
<S> <C> <C> <C>
Frederick M. Fritz 100 Federal Street President; Director 100 Federal Street
01-32-01 01-32-01
Boston, MA 02110 Boston, MA 02110
(617) 434-2200 (617) 434-2200
(This address is the office (This address is the office
address for all executive address for all executive
officers set forth herein.) officers set forth herein.)
Zackery T. Edmonds Treasurer
Paul F. Hogan Director
David K. McKown Director
</TABLE>
The Bank of Boston Corporation is a Massachusetts corporation. The
principal business address of the Bank of Boston Corporation is 100 Federal
Street, Boston, MA 02110. The Bank of Boston Corporation is a bank holding
company.
iv
<PAGE>
EXECUTIVE OFFICERS OF THE BANK OF BOSTON CORPORATION
<TABLE>
<CAPTION>
Name and
Address of
Corporation
Business or Residence Principal Occupation of or Other
-------- -- --------- Organization
Name Address Employment in Which
- ---- ------- ----------
Employed
--------
<S> <C> <C> <C>
Charles K. Gifford 100 Federal Street Chairman of the Board
01-32-01 of Directors, Chief N/A
Boston, MA 02110 Executive Officer and
(617) 434-2200 President
(This address is the office
address for all executive
officers set forth herein)
Edward A. O'Neal Vice Chairman
William J. Shea Vice Chairman, Chief
Financial Officer and
Treasurer
Guilliem Aertsen IV Group Executive,
Global Capital Markets
Melville E. Blake III Executive Director,
Strategic Planning
Robert L. Champion, Jr. Executive Director,
Corporate
Administrative Services
Barbara F. Clark Group Executive, Media
& Communications
Edward P. Collins Group Executive, Asset
Based Finance
Helen G. Drinan Executive Director,
Human Resources
Robert E. Gallery Regional Manager,
Europe
Susan P. Haney Group Executive, The
Private Bank
</TABLE>
v
<PAGE>
<TABLE>
<CAPTION> Name and
Address of
Corporation
or Other
Organization
Principal Occupation of in Which
Name Business or Residence Address Employment Employed
- ---- ----------------------------- ---------- --------
<S> <C> <C> <C>
Paul F. Hogan Executive Vice
President, Corporate
Relationship Banking
Thomas J. Hollister Group Executive, Retail
& Small Business
Ira A. Jackson Executive Director,
External Affairs
Michael R. Lezenski Executive Director,
Technology and System
Services, Chief
Technology Officer
Mark A. MacLennan Group Executive,
Global Financial
Services
Peter J. Manning Executive Director,
Mergers & Acquisitions
John L. Mastromarino Executive Director, Risk
Management
David E. McKown Group Executive,
Diversified Finance &
Real Estate
Henrique de Campos Regional Manager,
Meirelles Brazil
Joanne E. Nuzzo Executive Director,
Banking Operations
William H. Ott Group Executive,
Consumer Lending
Group
Richard A. Remis Group Executive, New
England Corporate
Banking
</TABLE>
vi
<PAGE>
<TABLE>
<CAPTION>
Name and
Address of
Corporation
or Other
Organization
Principal Occupation of in Which
Name Business or Residence Address Employment Employed
- ---- ----------------------------- ---------------------- --------
<S> <C> <C> <C>
Manuel R. Sacerdote Regional Manager,
Southern Cone
(Argentina, Uruguay,
Chile)
Gary A. Spiess General Counsel and
Clerk
Susannah M. Swihart Group Executive,
Chairman's Office
Eliot N. Vestner, Jr. Executive Director,
Internal Banking
Bradford H. Warner Group Executive,
Global Treasury
</TABLE>
vii
<PAGE>
DIRECTORS OF THE BANK OF BOSTON CORPORATION
<TABLE>
<CAPTION>
Occupation or Principal Business Affiliation
Director Business or Residence Address
- -------- -----------------------------
<S> <C>
Wayne A. Budd, Esq. Goodwin, Proctor & Hoar
Exchange Place
53 State Street
Boston, MA 02109
William F. Connell Chairman & CEO
Connell Limited Partnership
One International Place - 31st Floor
Boston, MA 02110
Gary I. Countryman Chairman & CEO
Liberty Mutual Insurance Company
175 Berkeley Street
Boston, MA 02117
Alice F. Emerson Senior Fellow
Andrew W. Mellon Foundation
140 East 62nd Street
New York, NY 10021
Charles K. Gifford President & COO
The First National Bank of Boston
100 Federal Street
Boston, MA 02110
Thomas J. May Chairman and CEO
Boston Edison Company
800 Boylston Street
Boston, MA 02199
Ambassador Professor of Diplomacy
Donald F. McHenry School of Foreign Service
Georgetown University - ICC 301
Washington, DC 20057-1052
</TABLE>
viii
<PAGE>
<TABLE>
<CAPTION>
Occupation or Principal Business Affiliation
Director Business or Residence Address
- -------- --------------------------------------------
<S> <C>
J. Donald Monan, S.J. President
Boston College
18 Old Colony Road
Chestnut Hill, MA 02167
Paul C. O'Brien President
The O'Brien Group
One International Place - 30th Floor
Boston, MA 02110
John W. Rowe President & CEO
New England Electric System
25 Research Drive
Westborough, MA 02152
Richard A. Smith Chairman of the Board
Harcourt General, Inc.
27 Boylston Street
Chestnut Hill, MA 02167
William C. Van Faasen President & CEO
Blue Cross and Blue Shield of
Massachusetts, Inc.
100 Summer Street - 01-31
Boston, MA 02110
Thomas B. Wheeler President & CEO
Massachusetts Mutual Life Insurance
Company
1295 State Street
Springfield, MA 01111
Alfred M. Zeien Chairman of the Board
and CEO The Gillette Company
Prudential Tower Building
Boston, MA 02199
</TABLE>
Pyramid Ventures, Inc. is a Delaware corporation that is an indirect wholly
owned subsidiary of Bankers Trust New York Corporation. The principal office
address of Pyramid
ix
<PAGE>
Ventures, Inc. is 130 Liberty Street, 25th Floor, New York, New York 10006. The
principal business of Pyramid Ventures, Inc. is acting as a small business
investment company.
EXECUTIVE OFFICERS AND DIRECTORS OF PYRAMID VENTURES, INC.
<TABLE>
<CAPTION>
Name and Address of
Corporation or Other
Business or Residence Principal Occupation or Organization in Which
Name Address Employment Employed
- ---- ------- ---------- --------
<S> <C> <C> <C>
Joseph T. Wood 130 Liberty Street Bankers Trust Company - Bankers Trust Company
President, Director 25th Floor Managing Director of the Private
New York, NY 10006 Equity Investing Group
Brian Talbot 130 Liberty Street Bankers Trust Company - Vice Bankers Trust Company
Treasurer/Secretary, 25th Floor President of the Private Equity
Director New York, NY 10006 Investing Group
Joseph Manganello, 130 Liberty Street Managing Director & Chief Bankers Trust Company
Director 25th Floor Credit Officer - Bankers
New York, NY 10006 Trust Company; Executive Vice
President and Chief Credit
Officer, Bankers Trust New
York Corporation
</TABLE>
Bankers Trust New York Corporation is a New York corporation. The principal
office address of Bankers Trust New York Corporation is 130 Liberty Street, 31st
Floor, New York, New York 10006. Bankers Trust New York Corporation is a bank
holding company.
EXECUTIVE OFFICERS OF BANKERS TRUST NEW YORK CORPORATION
<TABLE>
<CAPTION>
Name and Address of
Corporation or Other
Business or Residence Principal Occupation or Organization in Which
Name Address Employment Employed
- ---- ------- ---------- --------
<S> <C> <C> <C>
Frank N. Newman 130 Liberty Street Chairman of the Board N/A
New York, NY 10006 and Chief Executive
(This address is the office Officer and President
address for all executive
officers set forth herein)
George J. Vojta Vice Chairman
Mark Beiler Executive Vice President
</TABLE>
x
<PAGE>
<TABLE>
<CAPTION>
Name and Address of
Corporation or Other
Business or Residence Principal Occupation or Organization in Which
Name Address Employment Employed
- ---- ------- ---------- --------
<S> <C> <C> <C>
Richard H. Daniel Executive Vice
President, Chief
Financial Officer and
Controller
Joseph A. Manganello, Executive Vice President
Jr. and Chief Credit Officer
Melvin A. Yellin Executive Vice President
and General Counsel
Yves de Balmann* Senior Vice President
R. Kelly Doherty Senior Vice President
Robert A. Ferguson** Senior Vice President
Alexander P. Frick Senior Vice President
B. J. Kingdon Senior Vice President
Ian Martin** Senior Vice President
Rodney A. McLauchlan Senior Vice President
Timothy S. Rattray Senior Vice President
J. Edward Virtue Senior Vice President
Geoffrey M. Fletcher Senior Vice President
and Principal Accounting
Officer
</TABLE>
* French citizen; U.S. citizen.
** Australian citizen.
xi
<PAGE>
DIRECTORS OF BANKERS TRUST NEW YORK CORPORATION
--------- -- ------- ----- --- ---- -----------
<TABLE>
<CAPTION>
OCCUPATION OR PRINCIPAL BUSINESS
AFFILIATION
Director BUSINESS OR RESIDENCE ADDRESS
- -------- -------- -- --------- -------
<S> <C>
Retired Senior Vice President and Director
George B. Beitzel International Business Machines Corporation
29 King Street
Chappaqua, NY 10514
Phillip A. Griffiths Chairman
Institute for Advanced Study
Olden Lane
Princeton, NJ 08540
William R. Howell Chairman of the Board
J.C. Penney Company, Inc.
P. O. Box 10001
Plano, TX 75301-0001
Jon M. Huntsman Chairman and Chief Executive Officer
Huntsman Chemical Corporation
500 Huntsman Way
Salt Lake City, UT 84111
Vernon E. Jordan, Jr. Senior Partner
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1333 New Hampshire Avenue, N.W.
Suite 400
Washington, D.C. 20036
Hamish Maxwell Retired Chairman and Chief Executive Officer
Philip Morris Companies, Inc.
100 Park Avenue
New York, NY 10017
Frank N. Newman Chairman of the Board and Chief Executive
Officer
and President
Bankers Trust Company and
Bankers Trust New York Corporation
130 Liberty Street
New York, NY 10006
</TABLE>
xii
<PAGE>
<TABLE>
<S> <C>
N.J. Nicholas, Jr. Investor
15 West 53rd Street, #34F
New York, NY 10019
Russell E. Palmer Chairman and Chief Executive Officer
The Palmer Group
3600 Market Street, Suite 530
Philadelphia PA 19104
Patricia Carry Stewart Former Vice President
The Edna McConnell Clark Foundation
Bankers Trust Company
c/o Office of the Secretary
130 Liberty Street
New York, NY 10006
George J. Vojta Vice Chairman
Bankers Trust Company and
Bankers Trust New York Corporation
130 Liberty Street
New York, NY 10006
</TABLE>
xiii
<PAGE>
SCHEDULE III
Barry Baker ("Baker") is the Chief Executive Officer of River City
Broadcasting, L.P. President of Better Communications, Inc. ("BCI"). His
principal office and business address is 1215 Cole Street, St. Louis, Missouri
63106. Baker's present principal occupation is as President of BCI.
Boston Ventures Limited Partnership IV is a Delaware limited partnership,
of which Boston Ventures Company Limited Partnership IV is the General Partner.
The principal office address of Boston Ventures Limited Partnership IV is 21
Custom House Street, Boston, MA 02110. The principal business of Boston Ventures
Limited Partnership IV is making investments.
Boston Ventures Limited Partnership IVA is a Delaware limited partnership,
of which Boston Ventures Company Limited Partnership IV is the General Partner.
The principal office address of Boston Ventures Limited Partnership IVA is 21
Custom House Street, Boston, MA 02110. The principal business of Boston Ventures
Limited Partnership IVA is making investments.
Boston Ventures Company Limited Partnership IV is controlled by the
following five general partners: Richard C. Wallace, William F. Thompson, Martha
H.W. Crowninshield, Roy F. Coppedge, III and Barbara M. Ginader. Their principal
business address is c/o Boston Ventures Management, Inc., 21 Custom House
Street, Boston, MA 02110. Their principal business is as partners of Boston
Ventures Company Limited Partnership IV.
David D. Smith is the President and Chief Executive Officer of Sinclair
Broadcast Group, Inc. ("SBG"). His principal office and business address is 2000
West 41st Street, Baltimore, Maryland 21211. Mr. Smith's present principal
occupation is as President and Chief Executive Officer of SBG.
Frederick G. Smith is a Vice President of SBG. His principal office and
business address is 2000 West 41st Street, Baltimore, Maryland 21211. Mr.
Smith's present principal occupation is as Vice President of SBG.
J. Duncan Smith is Vice President and Secretary of SBG. His principal
office and business address is 2000 West 41st Street, Baltimore, MD 21211. Mr.
Smith's present principal occupation is as Vice President and Secretary of SBG.
Robert E. Smith is Vice President and Treasurer of SBG. His principal
office and business address is 2000 West 41st Street, Baltimore, MD 21211. Mr.
Smith's present principal occupation is as Vice President and Treasurer of SBG.
xiv
<PAGE>
INDEX TO EXHIBITS
EXHIBIT 7.01 Voting Agreement
EXHIBIT 7.02 Consent Agreement
EXHIBIT 7.03 Baker Option Agreement
EXHIBIT 7.04 Registration Rights Agreement
EXHIBIT 7.05 Joint Filing Agreement, dated June 18, 1996 by and among
Baker, RCB and BCI.
<PAGE>
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement"), dated as of April 10, 1996 (this
"Agreement"), is by and among DAVID D. SMITH, FREDERICK G. SMITH, J. DUNCAN
SMITH and ROBERT E. SMITH (collectively, the "Stockholders" and individually, a
("Stockholder"), Barry Baker ("Baker"), Boston Ventures Limited Partnership IV,
and Boston Ventures Limited Partnership IVA (collectively, "Boston Ventures").
WHEREAS, each Stockholder is the record and beneficial owner of that number
of shares of Class A Common Stock, par value $.01 per share ("Class A Common
Stock"), and Class B Common Stock, par value $.01 per share ("Class B Common
Stock" and, collectively with the Class A Common Stock, the "Common Stock"), of
Sinclair Broadcast Group, Inc., a Maryland corporation (the "Company"), set
forth opposite such Stockholder's name on Exhibit A attached hereto; and
WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of
even date herewith (the "Asset Purchase Agreement"), by and between River City
Broadcasting. L.P., a Delaware limited partnership ("Seller"), and the Company,
Seller has agreed to sell to the Company, and the Company has agreed to purchase
from Seller, certain assets used or held for use by Seller in connection with
the business and operations of various television and radio stations, in
consideration for the payment to Seller by the Company of cash and shares of the
Company's Series A Exchangeable Preferred Stock, par value $.01 per share (the
"Exchangeable Preferred Stock), which shares of Exchangeable Preferred Stock
shall have an aggregate value of $115,000,000; and
WHEREAS, the Asset Purchase Agreement contemplates that the shares of
Exchangeable Preferred Stock to be issued to Seller will be exchanged for an
equivalent number of shares of the Company's Series B Convertible Preferred
Stock, par value $.01 per share (the "Convertible Preferred Stock"), immediately
after the filing by the Company of Articles of Amendment and Restatement of the
Articles of Incorporation of the Company
<PAGE>
described in Section 6.11 of the Asset Purchase Agreement (the "Amended
Charter"); and
WHEREAS, the Asset Purchase Agreement requires the Company to recommend and
solicit proxies for, and otherwise to use its best efforts to obtain, the
approval of its stockholders for the adoption of the Amended Charter at the next
regular or special meeting of the stockholders of the Company (the "Meeting");
and
WHEREAS, the Board of Directors of the Company and the Compensation
Committee thereof have adopted and approved the awards under the First Amendment
to Incentive Stock Option Plan (the "ISO Amendment") and the 1996 Long-Term
Incentive Plan of Sinclair Broadcast Group, Inc. (the "LTIP") made or to be made
pursuant to the Employee Letter Agreement; and
WHEREAS, as contemplated under the Asset Purchase Agreement, on the date
hereof, the Company is also entering into a Consulting Agreement with Baker (the
"Consulting Agreement"), an Employment Agreement with Baker (the "Employment
Agreement"), a stock option agreement with Baker (the "Baker Stock Option
Agreement"), a stock option agreement (the "Corporate Employee Stock Option
Agreement") in favor of each of the employees set forth on Schedule 2.5(d) of
the Asset Purchase Agreement (the "Corporate Employees"), a letter agreement
(the "Employee Letter Agreement") relating to the options granted to the
Corporate Employees, and a stock option agreement (the "Station Employee Stock
Option Agreement") in favor of each of the employees listed on Schedule 2.5(e)
of the Asset Purchase Agreement (the "Station Employees"); and
WHEREAS, the terms of the Asset Purchase Agreement and the Employment
Agreement require the Company to recommend and solicit proxies for, and
otherwise to use its best efforts to obtain, the approval of the Consulting
Agreement, the Employment Agreement, the Employee Letter Agreement and the
issuance of the stock options described in the Baker Stock Option Agreement, the
Corporate Employee Stock Option Agreement, the Station Employee Stock Option
Agreement and the Plan by the stockholders of the Company at the next Meeting;
and
WHEREAS, the Stockholders desire to induce Baker to agree to become
employed by the Company pursuant to the terms of the Employment Agreement, and
the Stockholders also believe it to be in the best interests of the Company and
the best interests of
<PAGE>
the Stockholders to approve the Amended Charter, the Consulting Agreement, the
Employment Agreement, the Employee Letter Agreement, the Baker Stock Option
Agreement, the Corporate Employee Stock Option Agreement, the Station Employee
Stock Option Agreement, the LTIP and the ISO Amendment; and
WHEREAS, the Asset Purchase Agreement further contemplates that Baker and
Roy F. Coppedge or such other individual as may be designated by Boston Ventures
(Mr. Coppedge or such other designee being herein referred to as the "BV
Designee") are to become directors of the Company, that Baker shall become a
member of the executive committee and, to the extent established, the finance
committee for so long as he remains an employee of the Company and that the BV
Designee shall become a member of the compensation committee and, to the extent
established, the finance committee, until the first to occur of (i) the later of
(a) the fifth anniversary of the Closing Date of the Asset Purchase Agreement
and (b) the expiration of the initial five-year term of Baker's Employment
Agreement with the Company and (ii) such time, after the Company has issued the
Convertible Preferred Stock to the Seller or to its partners, as Boston Ventures
no longer owns, of record or beneficially to the extent of its interest as a
limited partner of the Seller, at least 721,115 shares of the Company's Class A
Common Stock, on an "as converted" basis, and as such number may be adjusted
pursuant to stock splits, stock combinations, reclassifications or
recapitalizations of the Company occurring after the date hereof; and
WHEREAS, in order to induce Seller to enter into the Asset Purchase
Agreement, and to induce Baker to enter into the Consulting Agreement and the
Employment Agreement, the Stockholders desire to enter into this Agreement,
which shall inure to the benefit of Seller and Baker; and
WHEREAS, as additional inducement for the Stockholders to enter into this
Agreement, and to maintain the continuity of management, Baker and Boston
Ventures agree hereunder to vote those shares of Exchangeable Preferred Stock,
Convertible Preferred Stock or Class A Common Stock, as applicable (the
"Distributed Shares") as Baker and Boston Ventures hold as a result of the
issuance pursuant to the transactions contemplated by the Asset Purchase
Agreement in accordance with Section 2 below.
<PAGE>
WHEREAS, Frederick G. Smith, J. Duncan Smith and Robert E. Smith are
beneficial owners of an aggregate amount of 1,595,085 shares of Class B Common
Stock which are held in trust ("Trust Shares");
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements hereinafter contained, the Stockholders hereby agree as
follows:
1. Voting of Shares by Stockholders. Each Stockholder agrees to vote all
of the shares of Common Stock as to which he is entitled to vote and which are
now or hereafter owned by him, beneficially or of record, including without
limitation those shares identified as being owned by him on Exhibit A attached
hereto but excluding the Trust Shares (all of the foregoing included shares
referred to collectively as the "Shares"), in favor of and in order to approve
each of the Amended Charter, the Consulting Agreement, the Employment Agreement,
the Employee Letter Agreement, the Baker Stock Option Agreement, the Corporate
Employee Stock Option Agreement, the Station Employee Stock Option Agreement,
the LTIP and the ISO Amendment at the Meeting, or at any other special or annual
meeting of the stockholders of the Company, or by any written consent, whereat
or whereby any of the Amended Charter, the Consulting Agreement, the Employment
Agreement, the Employee Letter Agreement, the Baker Stock Option Agreement, the
Corporate Employee Stock Option Agreement, the Station Employee Stock Option
Agreement, the LTIP or the ISO Amendment is considered for approval by the
stockholders of the Company. In addition, each Stockholder agrees to vote all of
the Shares now or hereafter owned by him, beneficially or of record, in order to
approve (i) the nomination and election as a member of the Board of Directors of
the Company and as a member of the executive committee and, to the extent
established, the finance committee of Baker, for so long as he continues to be
an employee of the Company pursuant to the terms of his Employment Agreement and
(ii) the nomination and election as a member of the Board of Directors of the
Company and as a member of the compensation committee and, to the extent
established, the finance committee of the BV Designee, for so long as such BV
Designee is entitled to serve as a member of the Company's Board of Directors
pursuant to the terms of the Asset Purchase Agreement.
2. Voting of Shares by Baker and Boston Ventures. Each of Baker and
Boston Ventures agree to vote all of the Distributed Shares as to which each is
entitled to vote, which are now or
<PAGE>
hereafter owned by each of them in order to approve the nomination and election
of each Stockholder as a member of the Board of Directors of the Company.
3. Term. This Agreement shall remain in force and effect until the
earlier of (i) the date as of which neither Baker nor the BV Designee is
entitled, pursuant to the terms of the Employment Agreement or the Asset
Purchase Agreement, as the case may be, to serve as a member of the Company's
Board of Directors or (ii) the termination of the Asset Purchase Agreement. If
Barry Baker is no longer a Director he shall no longer be required to vote his
Designated Shares pursuant to this Agreement. If the BV Designee is no longer a
Director it shall no longer be required to vote its Designated Shares pursuant
to this Agreement.
4. Changes in Common Stock. In the event that subsequent to the date of
this Agreement any shares or other securities (other than any shares or
securities of another corporation issued to the stockholders of the Company
pursuant to a plan of merger) are issued on, or in exchange for, any of the
shares of the Common Stock held by the Stockholders by reason of any stock
divided, stock split, consolidation of shares, reclassification, or
consolidation involving the Company, such shares or securities shall be deemed
to be Common Stock for purposes of this Agreement.
5. Representations of Stockholders. Each Stockholder hereby represents
and warrants that (i) he owns and has the right to vote the number of shares of
the Common Stock set forth opposite his name on Exhibit A attached hereto,
(ii) each of the Stockholders has full power to enter into this Agreement and
has not, prior to the date of this Agreement, executed or delivered any proxy or
entered into any other voting agreement or similar arrangement that would
conflict with the purposes or provisions of this Agreement, and (iii) he will
not take any action inconsistent with the purposes and provisions of this
Agreement.
6. Enforceability; Validity. Each Stockholder expressly agrees that this
Agreement shall be specifically enforceable in any court of competent
jurisdiction in accordance with its terms against each of the parties hereto.
7. Benefit. This Agreement shall be binding upon and inure to the benefit
of the respective parties hereto and their
<PAGE>
successors and assigns. This Agreement shall also inure to the benefit of Seller
and Baker and shall be fully enforceable by each of them as though they were
parties hereto. This Agreement shall not, however, be binding upon any
transferee of any portion of the Distributed Shares.
8. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Maryland applicable to
agreements made and to be performed entirely within the State of Maryland.
9. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
10. Authority of Boston Ventures. By executing this Agreement on behalf of
Boston Ventures, the person so executing represents and warrants that he has the
express authority to bind Boston Ventures to the terms and conditions hereof.
11. The parties agree to notify one another promptly with respect to any
matter which could reasonably be expected to give rise to a filing or other
requirement by such other parties under applicable Federal or state securities
laws.
<PAGE>
IN WITNESS WHEREOF, the Stockholders have executed this Agreement as of the
date first above written.
/S/ DAVID D. SMITH
--------------------------------------
DAVID D. SMITH
/S/ FREDERICK G. SMITH
---------------------------------------
FREDERICK G. SMITH
/S/ J. DUNCAN SMITH
--------------------------------------
J. DUNCAN SMITH
/S/ ROBERT E. SMITH
--------------------------------------
ROBERT E. SMITH
<PAGE>
BOSTON VENTURES LIMITED PARTNERSHIP IV
By: Boston Ventures Company Limited
Partnership IV, General Partner
By: /S/ BARBARA M. GINADER
---------------------------
Name: Barbara M. Ginader
Title: General Partner
BOSTON VENTURES LIMITED PARTNERSHIP IV-A
By: Boston Ventures Company Limited
Partnership IV, General Partner
By: /S/ BARBARA M. GINADER
---------------------------
Name: Barbara M. Ginader
Title: General Partner
/S/ BARRY BAKER
--------------------------------
BARRY BAKER
<PAGE>
EXHIBIT A
<TABLE>
<CAPTION>
NUMBER OF SHARES OF NUMBER OF SHARES OF
STOCKHOLDER CLASS A COMMON STOCK CLASS B COMMON STOCK
<S> <C> <C>
David D. Smith 9,730 7,249,999
Frederick G. Smith 4,000 6,668,299
J. Duncan Smith 5,000 6,638,299
Robert E. Smith 3,000 6,638,299
</TABLE>
<PAGE>
CONSENT AGREEMENT
-----------------
THIS CONSENT AGREEMENT ("Agreement") is executed as of June 7, 1996, but is
dated and effective as of the 10th day of April, 1996, by and among Better
Communications, Inc. ("General Partner"), Barry Baker ("Baker"), Larry D. Marcus
("Marcus"), Marcus Investments, L.P., Boston Ventures Limited Partnership IV
("BVIV"), Boston Ventures Limited Partnership IVA ("BVIVA") (BVIV and BVIVA
referred to collectively as "BV"), BancBoston Capital, Inc. ("BBC"), BancBoston
Investments Inc. ("BBI") (BBC and BBI referred to collectively as "BancBoston")
and Pyramid Ventures, Inc. ("Pyramid").
RECITALS:
--------
A. Pursuant to the terms of the Amended and Restated Asset Purchase
Agreement (the "Purchase Agreement"), dated as of April 10, 1996 and amended and
restated as of May 31, 1996, by and between River City Broadcasting, L.P., a
Delaware limited partnership (the "Partnership") and Sinclair Broadcast Group,
Inc., a Maryland corporation ("SBG"), the Partnership acquired on May 31, 1996
(the "Closing Date") shares of Exchangeable Preferred Stock (as defined in the
Purchase Agreement) which is exchangeable, upon certain conditions, into shares
of Convertible Preferred Stock of SBG.
B. The parties hereto desire to set forth their agreement generally
regarding the disposition of shares of Convertible Preferred Stock.
E. Capitalized terms used herein which are not otherwise defined shall
have the meaning set forth in the Second Amended and Restated Agreement of
Limited Partnership of River City Broadcasting, L.P. dated as of September 3,
1993, as amended (the "Partnership Agreement").
NOW, THEREFORE, in consideration of the mutual agreements contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
<PAGE>
- 2 -
1. The parties hereto agree that the Partnership shall hold and not
distribute to the Partners the Exchangeable Preferred Stock; provided that if
the Exchangeable Preferred Stock (as defined in the Purchase Agreement) has not
been exchanged for the Convertible Preferred Stock (as defined in the Purchase
Agreement) within 24 months after Closing, the General Partner may distribute
the Exchangeable Preferred Stock to the Partners in accordance with the terms of
the Partnership Agreement, as amended by the Fourth Amendment, subject to
compliance with applicable securities laws (including without limitation,
requiring Partners to deliver to Sinclair Broadcast Group, Inc. such
representation letters and stockholders questionnaires as it may reasonably
request) and subject to the provisions of Exhibit A hereto.
2. The parties hereto agree that following receipt of the Convertible
Preferred Stock, the Partnership shall distribute such stock to the Partners in
accordance with the terms of the Partnership Agreement, as amended by the Fourth
Amendment, subject to compliance with applicable securities laws (including
without limitation, requiring Partners to deliver to Sinclair Broadcast Group,
Inc. such representation letters and stockholders questionnaires as it may
reasonably request) and subject to the provisions of Exhibit A hereto.
3. Each of the parties hereto agree that dispositions of the stock in
Sinclair Broadcast Group, Inc. (whether Exchangeable, Preferred, Convertible
Preferred Stock or Common Stock) and exercise of registration rights in
connection therewith shall be governed by the provisions of Exhibit A hereto.
4. Assignments. This Agreement shall not be assigned by any party hereto
-----------
without the prior written consent of the other parties; provided that without
the consent of the other parties, this Agreement may be assigned to (i) any
Person controlling, controlled by, or under common control with the assigning
party; and (ii) the estate or executors, conservators, legatees or heirs of a
party hereto.
5. Further Assurances. Subject to the terms and conditions of this
------------------
Agreement, from time to time after the date
<PAGE>
- 3 -
hereof, each party hereto will use commercially reasonable efforts to take, or
cause to be taken, all such actions and to do or cause to be done, all things,
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the matters contemplated hereby, including
executing and delivering such documents as the other party being advised by
counsel shall reasonably request in connection with this Agreement.
6. Notices. All notices, demands and other communications which may or
-------
are required to be given hereunder or with respect hereto shall be in writing,
shall be delivered personally or sent by nationally recognized overnight
delivery service, charges prepaid, or by registered or certified mail, return-
receipt requested, or by facsimile transmission, and shall be deemed to have
been given or made when personally delivered, the next business day after
delivery to such overnight delivery service, when dispatched by facsimile
transmission, five (5) days after deposited in the mail, first class postage
prepaid as set forth on Exhibit B hereto.
7. Captions. The captions of this Agreement are for convenience only,
--------
and shall not control or affect the meaning or construction of any of the
provisions of this Agreement.
8. Law Governing. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, AND
-------------
ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE WITHOUT REFERENCE TO ITS
PRINCIPLES OF CONFLICT OF LAWS.
9. Counterparts. This Agreement may be executed in two (2) or more
------------
counterparts, and all counterparts so executed shall constitute one (1)
agreement binding on all of the parties hereto, notwithstanding that all the
parties are not signatory to the same counterpart.
<PAGE>
- 4 -
IN WITNESS WHEREOF, the parties hereto have set their hands as of the day
and year written above.
BETTER COMMUNICATIONS, INC.
By: /S/ BARRY BAKER
----------------------
Name: Barry Baker
Title: President
/S/ BARRY BAKER
----------------------------------------
BARRY BAKER
/S/ LARRY D. MARCUS
----------------------------------------
LARRY D. MARCUS
MARCUS INVESTMENTS, L.P.
By: /S/ LARRY D. MARCUS
--------------------------------
Larry D. Marcus, General
Partner
BOSTON VENTURES LIMITED PARTNERSHIP IV
By: Boston Ventures Company Limited
Partnership IV, General Partner
By: /S/ ROY F. COPPEDGE III
------------------------------
Name: Roy F. Coppedge III
Title: General Partner
<PAGE>
- 5 -
BOSTON VENTURES LIMITED PARTNERSHIP IV-A
By: Boston Ventures Company Limited
Partnership IV, General Partner
By: /S/ ROY F. COPPEDGE III
------------------------------
Name: Roy F. Coppedge III
Title: General Partner
BANCBOSTON CAPITAL, INC.
By: /S/ SANFORD ANSTEY
------------------------------
Name: Sanford Anstey
Title: Managing Director
BANCBOSTON INVESTMENTS, INC.
By: /S/ SANFORD ANSTEY
------------------------------
Name: Sanford Anstey
Title: Managing Director
PYRAMID VENTURES, INC.
By: /S/ JOSEPH T. WOOD
------------------------------
Name: Joseph T. Wood
Title: President
<PAGE>
- 6 -
EXHIBIT A
Limitations on Disposition of Stock
-----------------------------------
1. (a) For two years after the closing under the Asset Purchase
Agreement, unless the General Partner and BV otherwise agree to a shorter period
then, subject to the provisions of Paragraph 1(b) below, the Partnership will
hold (i) all Exchangeable Preferred Stock and (ii) all Convertible Preferred
Stock attributable to the interests in the Partnership held by the parties to
the Consent Agreement, and the General Partner, with BV approval, will make all
decisions regarding (1) conversion of the Convertible Preferred Stock; (2)
registration pursuant to the Registration Rights Agreement and/or disposition of
the Exchangeable Preferred Stock, Convertible Preferred Stock and any underlying
common stock and any common stock held by Barry Baker from time to time; and
(3) any exercise of voting, put or other rights under or relating to the
Exchangeable Preferred Stock or the Convertible Preferred Stock. The Convertible
Preferred Stock for partners other than the parties to the Consent Agreement may
be distributed to such partners in accordance with their interests in the
Partnership in accordance with the provisions of the Partnership Agreement, as
determined by the General Partner with the consent of BV.
(b) During the two year period referred to in clause (a) above, if a
party to the Consent Agreement requests a distribution of such party's share
of Convertible Preferred Stock in connection with a proposed sale of such
stock by such party to be consummated within 10 days following receipt of stock
certificates by such party evidencing the common stock into which such
Convertible Preferred Stock has been converted, which conversion shall have
been promptly requested by such party, the General Partner and BV shall consider
such request and shall grant such request unless the General Partner and BV,
acting in good faith, determine that such sale (taking into account
participation by other parties to the Consent Agreement in such distribution and
subsequent sale) would have a material detrimental impact upon the price of the
Class A common stock of
<PAGE>
- 7 -
Sinclair Broadcast Group, Inc.; provided that if subsequent conversion and sale
of the stock do not take place within such 10 day period, the stock shall be
returned to the Partnership and shall again be subject to the provisions hereof.
If such request is granted or deemed granted pursuant to paragraph 7, the
Partnership will give the other parties to the Consent Agreement an opportunity
to participate in such distribution subject to the same conditions as provided
in the preceding sentence.
(c) The General Partner and BV shall use reasonable business efforts
to effect a distribution to the parties to the Consent Agreement prior to the
expiration of the two year period referred to in clause (a) above, so long as:
(i) the General Partner and BV shall not in good faith determine that it could
have a material adverse effect upon any of the parties; (ii) the parties to the
Consent Agreement execute documentation satisfactory to the General Partner and
BV that provides to the parties to the Consent Agreement in effect substantially
identical rights as provided for herein and without imposing any additional
material obligations, restrictions or material adverse effect on any party
hereto, including pursuant to any applicable securities laws; (iii) compliance
with the letter agreement referred to in Paragraph 8 below; and (iv) compliance
with all applicable securities and other laws (including, without limitation,
the Hart-Scott-Rodino Act).
2. At the end of two years after the closing under the Asset Purchase
Agreement, the Exchangeable Preferred Stock, the Convertible Preferred Stock and
any other stock of Sinclair Broadcast Group, Inc. held by the Partnership shall
be distributed (i) to the partners of the Partnership in the case of the
Exchangeable Preferred Stock; (ii) to the parties to the Consent Agreement in
the case of the Convertible Preferred Stock; and (iii) to the appropriate
parties based on ownership interests in the case of any other stock of Sinclair
Broadcast Group, Inc. held by the Partnership at any time, subject to compliance
with applicable securities and other laws, including provision of representation
letters and stockholder questionnaires to Sinclair Broadcast Group, Inc., as it
may reasonably request.
3. In addition to sales pursuant to Paragraph 1(b) above, for a period of
three months after the second anniversary of the closing under the Asset
Purchase Agreement, holders of such stock
<PAGE>
- 8 -
may sell in a public sale or sales (including a sale pursuant to Rule 144 under
the Securities Act of 1933 but excluding Rule 144A transactions of the type
described in Paragraph 5 below) an amount for such holder, during the three
month period, that shall not exceed, for all such sales by such holder during
such period, 50,000 shares or such greater number of shares as the General
Partner and BV shall approve.
4. In addition to the rights under Paragraph 3 above, upon receipt of the
stock from the Partnership, holders of more than 1,000,000 of the shares of
common stock at the time of exercise, subject to the terms of the Registration
Rights Agreement, exercise a right to cause an underwritten public offering of
shares; provided that all other holders of stock received from the Partnership
shall have the right to piggyback on such demand and all holders of shares
(including the party initiating the offering) shall have the right to sell
shares on a proportionate basis based on the number of shares of stock held by
each participating party to the total shares of all such participating parties.
5. Any private sale of stock or sale of stock to a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act of 1933)
in a transaction not reported by NASDAQ shall be conditioned upon the transferee
becoming a party to this Consent Agreement and to be bound by the terms of the
Consent Agreement, pursuant to documentation reasonably approved by the General
Partner. Any such sale shall not be subject to the provisions of Paragraph 1(b)
above.
6. Without changing their respective ownership interests in the
Partnership, if requested by BBI and BBC, the Partnership shall distribute to
such parties cash and securities to which such parties are entitled in such
proportion as designated in writing by such parties to the Partnership.
7. Without imposing any obligation upon the Partnership to distribute any
Convertible Preferred Stock held by the Partnership if the General Partner and
BV do not consent to such distribution by the Partnership, if a party to the
Consent Agreement requests in writing a distribution of such party's share of
the Convertible Preferred Stock, unless the General Partner or BV affirmatively
notifies such requesting party that
<PAGE>
- 9 -
it will not consent to such distribution within 10 days of receipt of such
written request, the Partnership shall distribute such requesting party's share
of the Convertible Preferred Stock to such party.
8. Any distribution of stock hereunder shall be subject to compliance
with the Letter Agreement with Sinclair Broadcast Group, Inc. relating to
Sinclair's right to make a first offer with respect to the Exchangeable
Preferred Stock or Convertible Preferred Stock.
9. All references in this Exhibit A to Exchangeable Preferred Stock or
Convertible Preferred Stock shall be deemed to include stock issued upon
exchange or conversion thereof unless the context otherwise requires. The
provisions of this Exhibit A shall also apply to shares of common stock held by
Barry Baker from time to time.
10. The parties agree to notify one another promptly with respect to
any matter which could reasonably be expected to give rise to a filing or other
requirement by such other parties under applicable federal or state securities
laws.
<PAGE>
- 10 -
EXHIBIT B
NOTICES
Better Communications, Inc.
1215 Cole Street
St. Louis, Missouri 63106
Telephone: (314) 259-5700
Telecopy: (314) 259-5709
Mr. Barry Baker
1215 Cole Street
St. Louis, Missouri 63106
Telephone: (314) 259-5700
Telecopy: (314) 259-5709
Mr. Larry Marcus
1215 Cole Street
St. Louis, Missouri 63106
Telephone: (314) 259-5700
Telecopy: (314) 259-5709
Boston Ventures IV-A Investment Corporation
21 Custom House Street
Boston, MA 02110
Telephone: (617) 737-3700
Telecopy: (617) 737-3709
Boston Ventures IV-A Investment Corporation
21 Custom House Street
Boston, MA 02110
Telephone: (617) 737-3700
Telecopy: (617) 737-3709
BancBoston Capital Inc.
100 Federal Street
Boston, MA 02110
Telephone: (617) 434-2200
Telecopy: (617) 434-1153
BancBoston Investments, Inc.
100 Federal Street
Boston, MA 02110
<PAGE>
- 11 -
Telephone: (617) 434-2200
Telecopy: (617) 434-1153
Pyramid Ventures, Inc.
130 Liberty Street
31st Floor
New York, New York 10006
Telephone: (212) 250-9560
Telecopy: (212) 250-7651
<PAGE>
SINCLAIR BROADCAST GROUP, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as
of April 10, 1996, (the "Option Date"), between Sinclair Broadcast Group, Inc.,
a Maryland corporation (the "Company"), and Barry Baker (the "Optionee").
RECITALS
WHEREAS, the Company has adopted the 1996 Long-Term Incentive Plan of
Sinclair Broadcast Group, Inc. (the "Plan") to reward certain key individuals
for making major contributions to the Company and its subsidiaries by enabling
them to acquire shares of Class A Common Stock, par value $.01 per share
("Common Stock"), of the Company;
WHEREAS, the Optionee and the Company have executed an Employment Agreement
(the "Employment Agreement") of even date herewith, and
WHEREAS, as part of its inducement to the Optionee to enter into the
Employment Agreement, the Company desires to grant to Optionee an option to
purchase shares of Common Stock pursuant to the Plan and upon the terms and
subject to the conditions hereinafter set forth;
AGREEMENTS
NOW, THEREFORE, in consideration of the foregoing premises, the parties to
this Agreement agree as follows:
1. Grant of Option. Subject to the terms and conditions set forth in this
---------------
Agreement, the Company hereby grants to the Optionee an option (the "Option") to
purchase from the Company up to but not exceeding in the aggregate 1,382,435
shares of Common Stock at a price per share ("Exercise Price") equal to the
average of the closing share prices of the Common Stock as reported on the
NASDAQ National Market for the 21 trading days consisting of the Option Date and
each of the ten trading days immediately following such date, but in no event
less than $21.00
<PAGE>
per share, such number of shares and such price per share being subject to
adjustment as provided in Section 13 of the Plan. The Company shall not
(a) purchase, or take any actions designed or intended to influence the price
of, Common Stock during such period, (b) permit any Smith Family Member
(hereinafter defined) to purchase, or take any actions designed or intended to
influence the price of, Common Stock during such period, or (c) ask or encourage
any of its affiliates, associates or any other person to purchase, or take any
action designed or intended to influence the price of, Common Stock during such
period; provided, however, that nothing contained in this Section shall be
deemed to prohibit the Company from acting in the normal course of business to
communicate with financial analysts or otherwise educate the market on the terms
of the River City Acquisition (ads defined in the Employment Agreement). For
purposes of this Agreement, "Smith Family Member" means David D. Smith,
Frederick G. Smith, J. Duncan Smith and Robert E. Smith and any of their
respective parents, grandparents, children, grandchildren, aunts, uncles,
nephews, nieces or first cousins and any trust or other entity which any such
person individually, or collectively with another person or persons, controls.
2. Company Covenants. The Company represents that the Plan has been
-----------------
adopted by the Board of Directors of the Company and the Compensation Committee
thereof. The Company agrees to recommend approval and to solicit proxies for
the approval of the Plan by Sinclair's stockholders at the next meeting of the
Company's stockholders, to be held no later than June 30, 1996, such that upon
such approval, grants of options under the Plan will be treated as exempt
purchases under Rule 16b-3 issued by the Securities Exchange Commission pursuant
to Section 16 of the Exchange Act. The Company shall cause the Common Stock
issuable upon exercise of the Option to be registered in a shelf registration
statement pursuant to the Securities Act of 1933, as amended, and all other
applicable federal securities laws and state securities or blue sky laws, shall
cause such securities to be approved for quotation on the NASDAQ National
Market, and shall bear all expenses in connection with such registration,
quotation and compliance.
3. Relationship to Plan. The Option is issued in accordance with and
--------------------
subject to all of the terms, conditions and provisions of the Plan, as amended
from time to time, and administrative interpretations thereunder, if any, which
have been adopted by the Committee thereunder and are in effect on the
<PAGE>
date hereof. Except as defined herein or otherwise stated, capitalized terms
shall have the same meanings ascribed to them under the Plan.
4. Vesting and Exercise Schedules.
------------------------------
(a) The Option shall be vested with respect to 50% of the aggregate
number of shares of Common Stock subject to the Option immediately upon the
occurrence of the First Closing (as defined in the Employment Agreement).
On the first anniversary of the First Closing, the Option shall vest with
respect to an additional 25% of the aggregate number of shares of Common
Stock subject to the Option. On the second anniversary of the First
Closing, the Option shall vest with respect to the remaining balance of the
aggregate number of shares subject to the Option.
(b) The Option shall immediately vest and become fully exercisable,
irrespective of the limitations set forth in subparagraph (a) above, in the
event of:
(i) the Optionee's death;
(ii) the Optionee's Disability (as such term is defined in
Section 10.2 of the Employment Agreement);
(iii) the termination of the Agreement Term (as defined in the
Employment Agreement), by the Company, not "for cause" (as defined in
Section 9 of the Employment Agreement); or
(iv) the termination of the Agreement Term, by Optionee, pursuant
to Section 10.3.1 of the Employment Agreement.
(c) If the Agreement Term is terminated (i) by the Company, "for cause"
(as defined therein) or (ii) by Optionee, pursuant to Section 10.3.3 of the
Employment Agreement, the Option shall terminate and be of no force and
effect with respect to any shares of Common Stock as to which the Option
has not previously vested.
5. Termination of Option. Unless earlier terminated pursuant to Section 4
---------------------
hereof, the Option shall terminate and be of no force and effect with respect to
any shares of Common Stock
<PAGE>
no previously purchased by the Optionee on the tenth anniversary of the First
Closing.
6. Exercise of Option. The Option may be exercised with respect to the
------------------
share of Common Stock then vested, in whole or in part, at any time on or prior
to the tenth anniversary of the First Closing, regardless of the Optionee's
service status, by written notice to the Company at its principal executive
office, which notice shall (a) specify the number of shares with respect to
which the Option is being exercised and the purchase price to be paid therefor;
(b) if the person exercising this Option is not the Optionee himself, contain or
be accompanied by satisfactory evidence of such person's right to exercise this
Option; and (c) be accompanied by payment in full of the purchase price in cash
or by a certified or cashier's check to the order of the Company.
7. Transferability. The Option shall not be transferable except by will
---------------
or by the laws of descent and distribution. During the Optionee's lifetime, the
Option may be exercised only by the Optionee. No assignment or transfer of the
Option, whether voluntary or involuntary, by operation of law or otherwise,
except a transfer by will or by the laws of descent or distribution, shall vest
in the assignee or transferee any interest or right whatsoever in the Option.
8. Certain Payments. Anything in this Agreement to the contrary
----------------
notwithstanding, in the event it shall be determined that any payment or
distribution by the Company to or for the benefit of the Optionee (whether paid
or payable or distributed or distributable pursuant to the terms of this
Agreement, but determined without regard to any Gross-up Payment required under
this Section 8) (a "Payment") would be subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or
any interest or penalties are incurred by the Optionee with respect to such
excise tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then the Optionee
shall be entitled to receive an additional payment (a "Gross-up Payment") in an
amount such that after payment by the Optionee of all income taxes (and any
interest and penalties imposed with respect thereto), but excluding any Excise
Tax imposed upon the Gross-Up Payment, the Optionee retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
<PAGE>
9. No Rights as Stockholder. The Optionee shall not have any rights as a
------------------------
stockholder of the Company with respect to any of the shares subject to the
Option, except to the extent that such shares shall have been purchased and
transferred to him.
10. No Right to Employment. The Option shall not confer on the Optionee
----------------------
any right to continue in the service of the Company or any of its subsidiaries
or affect the right of the Company or any subsidiary to terminate Optionee's
employment at any time; and nothing contained in this Agreement shall be deemed
a waiver or modification of any provision contained in any agreement between the
Optionee and the Company or any parent or subsidiary thereof. This Option shall
not affect the right of the Company or any parent or subsidiary thereof to
reclassify, recapitalize, or otherwise change its capital or debt structure or
to merge, consolidate, convey any or all of its assets, dissolve, liquidate,
wind up, or otherwise reorganize.
11. Dissolution or Merger. Upon the dissolution or liquidation of the
---------------------
Company, a merger or consolidation in which the Company is not the surviving
corporation, or a transaction in which another individual or entity becomes the
owner of 50% or more of the total combined voting power of all classes of stock
of the Company, the unexercised portion of this Option shall terminate, but the
Optionee shall have the right to exercise the unexpired and unexercised portion
of this Option, whether vested or unvested, immediately prior to such event.
12. Withholding for Tax Purposes. Any amount of Common Stock that is
----------------------------
payable or transferable to the Optionee hereunder may be reduced by any amount
or amounts which the Company is required to withhold under the then applicable
provisions of the Internal Revenue Code of 1986, as amended, or its successors,
or any other federal, state or local tax withholding requirement. If the
Optionee does not elect to satisfy withholding requirements in this fashion, the
issuance of the shares of Common Stock payable or transferable to the Optionee
hereunder shall be contingent upon the Optionee's satisfaction of any
withholding obligations that may apply and the Optionee's presentation of
evidence satisfactory of any withholding obligations that may apply and the
Optionee's presentation of evidence satisfactory to the Board that such
withholding obligations have been satisfied.
<PAGE>
13. Notice. Whenever any notice is required or permitted hereunder, such
notice must be in writing and personally delivered or sent by mail. Any notice
required or permitted to be delivered hereunder will be deemed to be delivered
on the date that it is personally delivered, or, whether actually received or
not, on the third business day after it is deposited in the United States mail,
certified or registered, postage prepaid, addressed to the person who is to
receive it at the address that such person has theretofore specified by written
notice delivered in accordance herewith. The Company or Optionee may change, at
any time and from time to time, by written notice to the other, the address that
it or he had therefore specified for receiving notices. Until changed in
accordance herewith, the Company and the Optionee specify their respective
addresses as set forth below:
Company:
Sinclair Broadcasting Group, Inc.
2000 West 41st Street
Baltimore, Maryland 21211
Attention: Chief Executive Officer
with copy to:
Thomas & Libowitz, P.A.,
The USF&G Tower
100 Light Street
Suite 1100
Baltimore, Maryland 21202-1053
Attention: Steven A. Thomas, Esq.
Optionee:
Barry Baker
River City Broadcasting, L.P.
1215 Cole Street
St. Louis, Missouri 63106-3897
with a copy to:
Baker & Botts, L.L.P.
2001 Ross Avenue
Dallas, Texas 75201-2980
Attention: Andrew M. Baker, Esq.
<PAGE>
14. Amendment. Notwithstanding any other provision hereof, this Agreement
---------
may not be supplemented or amended from time to time without the consent of the
Optionee.
15. Governing Law. This Agreement shall be governed by and construed and
-------------
enforced in accordance with the laws of the State of Maryland applicable to
agreements made and to be performed entirely in Maryland.
16. Counterparts. This Agreement may be executed in multiple
------------
counterparts. The Company and the Optionee may sign any number of copies of
this Agreement. Each signed copy shall be an original, but all of them together
represent the same agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Optionee have caused this Agreement
to be executed as of the date first above written.
SINCLAIR BROADCAST GROUP, INC.
By: /S/ DAVID D. SMITH
-------------------------------
David D. Smith
Chief Executive Officer
OPTIONEE
By: /S/ BARRY BAKER
-------------------------------
Barry Baker
<PAGE>
REGISTRATION RIGHTS AGREEMENT
-----------------------------
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of
May 31, 1996, by and among SINCLAIR BROADCAST GROUP, INC., a Maryland
corporation (the "Company"), RIVER CITY BROADCASTING, L.P., a Delaware limited
partnership ("River City"), and such other persons and entities who shall have
executed this Agreement and whose names appear on the Schedule of Registration
Rights Holders attached hereto as Exhibit A, as such Schedule may be amended
from time to time to reflect permitted additional Holders (as hereinafter
defined).
RECITALS
WHEREAS, the Company and River City have entered into that certain Asset
Purchase Agreement, dated as of April 10, 1996, as amended and restated as of
May 31, 1996 (the "Asset Purchase Agreement"), pursuant to which, in pertinent
part, the parties thereto agreed that the Company is to purchase all of River
City's right, title and interest in certain of River City's assets;
WHEREAS, pursuant to the terms of the Asset Purchase Agreement, River City
will receive a portion of the purchase price in shares of the Company's Series A
Exchangeable Preferred Stock, par value $.01 per share, which will be exchanged
for and converted into shares of Series B Convertible Preferred Stock, par value
$.01 per share (the "Series B Convertible Preferred Stock"), which will be
convertible into shares of Class A Common Stock, par value $.01 per share (the
"Common Stock");
WHEREAS, the Company and Barry Baker ("Baker") have entered into that
certain Employment Agreement (the "Employment Agreement") and Stock Option
Agreement (the "Stock Option Agreement"), each dated as of April 10, 1996,
pursuant to which Baker has been granted stock options to purchase shares of
Common Stock; and
WHEREAS, pursuant to the terms of the Asset Purchase Agreement, the
Employment Agreement and the Stock Option Agreement, the Company has agreed to
register the shares of Common Stock received by the Holders (hereinafter defined
pursuant to the terms and conditions set forth herein).
AGREEMENTS
NOW THEREFORE, in consideration of the foregoing recitals and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
<PAGE>
I.
DEFINITIONS
1. "Commission" means the Securities and Exchange Commission or any other
------------
federal agency at the time administering the Securities Act.
2. "Exchange Act" means the Securities Exchange Act of 1934, as amended,
--------------
or any similar federal statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect from time to time.
3. "Governmental Authority" means any nation or government, any state or
------------------------
other political subdivision thereof and any court, panel, judge, board, bureau,
commission, agency or other entity, body or other Person exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.
4. "Holders" shall mean and include River City and any other person or
---------
persons or entity or entities who have executed this Agreement and whose names
appear on the Schedule of Registration Rights Holders including any transferee
permitted pursuant to Section VII(d) of this Agreement.
5. "Person" means an individual or corporation, partnership, trust,
--------
unincorporated organization, association or other entity and includes any
Governmental Authority.
6. "Registrable Securities" means, collectively, (i) shares of Common
------------------------
Stock issuable upon conversion of the Series B Convertible Preferred Stock
issued to River City under the Asset Purchase Agreement, (ii) shares of Common
Stock issued or issuable upon conversion of any shares of Series B Convertible
Preferred Stock that are issued in payment of the dividend preference with
respect to any of the shares of Series B Convertible Preferred Stock described
in the preceding clause (i) (and without regard to whether or not such shares of
Series B Convertible Preferred Stock are then held by River City),
(iii) securities issued or issuable with respect to any of the shares of Common
Stock referred to in clauses (i) and (ii) above, upon any stock split, stock
dividend, recapitalization or similar event, (iv) shares of Common Stock issued
or issuable upon exercise of options granted to Barry Baker pursuant to the
Stock Option Agreement, and (v) shares of Common Stock otherwise issuable
pursuant to the terms of the Employment Agreement. Any Registrable Security will
cease to be a Registrable Security when (i) such Registrable Security has been
transferred pursuant to an effective registration statement under the Securities
Act covering such Registrable Security (but not including any transfer exempt
from registration under the Securities Act), (ii) such Registrable Security is
no longer held of record by River City or any of the Holders or their successors
or assigns, or (iii) the holder of such Registrable Security is then able to use
Rule 144 promulgated under the Securities Act (or any successor provision) to
transfer such Registrable Security without regard to any restrictions pursuant
to Rule 144(k).
-2-
<PAGE>
7. "Securities Act" means the Securities Act of 1933, as amended, or any
----------------
similar federal statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect from time to time.
II.
REGISTRATION STATEMENT
(a) As soon as practicable following the closing of the Asset Purchase
Agreement, the Company shall file with the Commission a registration statement
on Form S-3 (or such other form as may be appropriate) (the "Registration
Statement"), with respect to the sale of all of the Registrable Securities
issued and outstanding at the time of such filing plus such other Registrable
Securities (that are not issued and outstanding at such time) as may properly be
registered at such time. As soon as practicable following the issuance of
additional Registrable Securities, the Company shall cause the registration
(through amendment of an existing Registration Statement or filing of an
additional Registration Statement) with respect to such Registrable Securities
not previously registered. The Company shall use its best efforts to have the
Registration Statement declared effective by the Commission under the Securities
Act as soon as reasonably practicable, and to keep the Registration Statement
effective as long as there are Registrable Securities issued or issuable. The
Company further agrees to supplement or make amendments to the Registration
Statement if required by the registration form used by the Company for the
Registration Statement or by the instructions applicable to such registration
form or by the Securities Act, and to comply with all other requirements of the
Securities Act applicable to the Company with respect to the registration of all
Registrable Shares covered by the Registration Statement and in accordance with
the intended methods of disposition by the Holders.
(b) The Company shall have the right to postpone for up to ninety (90) days
the sales of any Registrable Securities pursuant to the Registration Statement
if the Company reasonably believes that such sales will have a material adverse
effect on any proposal or plan by the Company or any of its subsidiaries to
engage in any financing, acquisition of assets (other than in the ordinary
course of business) or any merger, consolidation, tender offer or other
significant transaction; provided that the Company shall have the right to so
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postpone such filing or effectiveness only one (1) time during any period of
twelve (12) consecutive months.
III.
REGISTRATION PROCEDURES
(a) COMPANY OBLIGATIONS. Following the closing of the Asset Purchase
Agreement, the Company will as expeditiously as possible:
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(1) furnish to the Holders, prior to the filing of the Registration
Statement (or any prospectus, amendment or supplement thereto), copies of the
Registration Statement as proposed to be filed, which documents will be subject
to the reasonable review and comments of the Holders (and their respective
attorneys), and the Company will not file any registration statement, any
prospectus or any amendment or supplement thereto (or any such documents
incorporated by reference) to which the Holders shall reasonably object in
writing; and thereafter furnish to the Holders such number of copies of the
Registration Statement, each amendment and supplement thereto (including any
exhibits thereto), the prospectus included in the Registration Statement
(including each preliminary prospectus) and such other documents as any Holder
may reasonably request in writing in order to facilitate the disposition of the
Registrable Securities; provided, however, that the obligation of the Company to
deliver copies of prospectuses or preliminary prospectuses to any Holder shall
be subject to the receipt by the Company of reasonable assurances from such
Holder that such Holder will comply with the applicable provisions of the
Securities Act and of such other securities or blue sky laws as may be
applicable in connection with any use of such prospectuses or preliminary
prospectuses;
(2) use its best efforts to register or qualify the Registrable
Securities under such other securities or blue sky laws of such jurisdictions as
a Holder may reasonably request and do any and all other acts and things which
may be reasonably necessary to enable the Holder to consummate the disposition
in such jurisdictions of the Registrable Securities; provided, however, that the
Company will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
subsection, (ii) subject itself to taxation in any such jurisdiction, or
(iii) consent to general service of process in any such jurisdiction;
(3) apply, prior to or concurrently with the filing of the
Registration Statement, to the Nasdaq National Market System for the listing of
the Registrable Securities and use its best efforts to obtain approval for
listing of such stock;
(4) notify the Holders in writing at any time when a prospectus
relating to the Registrable Securities is required to be delivered under the
Securities Act, of the occurrence of an event requiring the preparation of a
supplement or amendment to such prospectus so that, as thereafter delivered to
the purchasers of the Registrable Securities, such prospectus will not contain
an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading and promptly prepare, file with the Commission and make available to
the Holders any such supplement or amendment;
(5) make available for inspection by the Holders and any attorney,
accountant or other professional retained thereby (collectively, the
"Inspectors"), all financial and other records, pertinent corporate documents
and properties of the Company (collectively, the "Records") as shall be
reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors and employees to
supply all information reasonably requested by any such Inspectors in connection
with the Registration
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Statement. Records that the Company determines, in good faith, to be
confidential and which it notifies the Inspectors are confidential shall not be
disclosed by the Inspectors unless (i) in the judgment of counsel to the Company
the disclosure of such Records is necessary to avoid or correct a misstatement
or omission in the Registration Statement, (ii) the release of such Records is
ordered pursuant to a subpoena or other order from a court of competent
jurisdiction, or (iii) the information in such Records is generally available to
the public. The Holders agree that information obtained by them as a result of
such inspections shall be deemed confidential and shall not be used by them as
the basis for any market transactions in the securities of the Company unless
and until such information is made generally available to the public. The
Holders further agree that they will, upon learning that disclosure of such
Records is sought in a court of competent jurisdiction, give notice to the
Company and allow the Company, at its expense, to undertake appropriate action
to prevent disclosure of the Records deemed confidential; and
(6) obtain a "cold comfort" letter from its independent public
accountants in customary form and covering such matters of the type customarily
covered by "cold comfort" letters as the Holders or the managing underwriter of
any underwritten offering of Registrable Securities reasonably request;
(7) obtain an opinion or opinions from its counsel in customary form
and reasonably satisfactory to the Holders and their respective legal counsel;
(8) make generally available to the Holders earnings statements, which
need not be audited, satisfying the provisions of Section 11(a) of the
Securities Act no later than forty-five days after the end of the twelve-month
period beginning with the first month of the first fiscal quarter commencing
after the effective date of the Registration Statement, which earnings
statements shall cover said twelve-month period;
(9) promptly notify each Holder of the issuance or threatened issuance
of any stop order or other order suspending the effectiveness of the
Registration Statement or preventing or suspending the use of any preliminary
prospectus, prospectus or prospectus supplement, use reasonable efforts to
prevent the issuance of any such threatened stop order or other order, and, if
any such order is issued, use its best efforts to obtain the lifting or
withdrawal of such order at the earliest possible moment and promptly notify
each Holder of any such lifting or withdrawal;
(10) if requested by any Holder, the Company will promptly incorporate
in a prospectus supplement or post-effective amendment to the Registration
Statement such information concerning such Holder and such Holder's intended
method of distribution as such Holder reasonably requests to be included therein
(and which is not inappropriate, in the reasonable judgment of the Company,
after consultation with its outside legal counsel), including, without
limitation, with respect to any change in the intended method of distribution,
the amount or kind of Registrable Shares being offered by such Holder, the
offering price for such Registrable Shares or any other terms of the offering or
distribution of the Registrable Shares, and the Company will make all required
filings of such prospectus supplement or post-effective amendment as soon as
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possible after being notified of the matters to be incorporated in such
prospectus supplement or post-effective amendment;
(11) as promptly as practicable after the filing with the SEC of any
document which is incorporated by reference into a registration statement,
notify each Holder of such filing and deliver a copy of such document to each
Holder;
(12) cooperate with the Holders to facilitate the timely preparation
and delivery of certificates, not bearing any restrictive legends, unless
otherwise required by the Holders, representing the Registrable Shares to be
sold under the Registration Statement, and enable such Registrable Shares to be
in such denominations and registered in such names as such Holders may request;
(13) cooperate with the Holders, their respective legal counsel and
any other interested party (including any interested broker-dealer) in making
any filings or submissions required to be made, and the furnishing of all
appropriate information in connection therewith, with the NASD;
(14) cause its subsidiaries to take all action necessary to effect the
registration of the Registrable Shares contemplated hereby, including preparing
and filing any required financial or other information;
(15) make available to the transfer agent for each class or series of
Registrable Shares a supply of certificates or other instruments evidencing or
constituting such Registrable Shares which shall be in a form complying with the
requirements of such transfer agent, promptly after a registration thereof; and
(16) use its best efforts to keep each such registration or
qualification effective, including through new filings, amendments or renewals,
during the period the Registration Statement is required to be kept effective
and do any and all other acts or thing reasonably necessary or advisable in
connection with such registration or qualifications in all jurisdictions in
which qualification or registration is necessary.
(b) INFORMATION FROM HOLDERS. The Company may require the Holders to
promptly furnish in writing to the Company such information regarding the
distribution of the Registrable Securities as it may from time to time
reasonably request and such other information as may be legally required in
connection with such registration.
(c) SUSPENSION OF SALES. The Holders agree that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
subsection III(a)(4) hereof, they will immediately discontinue disposition of
Registrable Securities pursuant to the Registration Statement until they receive
copies of the supplemented or amended prospectus contemplated by subsection
III(a)(4) hereof, and, if so directed by the Company, the Holders will
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deliver to the Company all copies, other than permanent file copies then in
their possession, of the most recent prospectus (including any prospectus
supplement) covering such Registrable Securities at the time of receipt of such
notice.
(d) UNDERWRITTEN OFFERINGS. To the extent that any Holders (including
River City) seeking to offer at least 1,000,000 shares of Registrable
Securities, whether or not issued, in the aggregate (as adjusted for any stock
split or reverse stock split) propose to distribute their Registrable Securities
through an underwritten offering, the Company shall enter into an underwriting
agreement in customary form with a managing underwriter of nationally recognized
standing selected for such underwriting by the requesting Holders holding a
majority of the Registrable Securities proposed to be registered and otherwise
approved by the Company, which approval shall not be unreasonably withheld or
delayed; provided, that the Company shall not be required to enter into such an
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agreement or take the other actions required by it pursuant to this paragraph
more often than once in any six month period. All Holders proposing to
distribute their securities through such underwriting shall (together with the
Company) enter into an underwriting agreement in customary form with the
managing underwriter selected for such underwriting pursuant to this Article
III. Notwithstanding any other provision of this Article III, if the managing
underwriter determines that marketing factors require a limitation of the number
of shares to be underwritten, the underwriter may exclude some or all
Registrable Securities from such registration and underwriting. The Company
shall so advise all Holders distributing their securities through such
underwriting of any such limitation, and the number of shares of Registrable
Securities held by Holders that may be included in the underwriting shall be
allocated among the requesting Holders in proportion, as nearly as practicable,
to the respective amounts of Registrable Securities requested to be registered
and held by all such requesting Holders at the time of filing the Registration
Statement. If any Holder disapproves of the terms of any such underwriting,
such Holder may elect to withdraw therefrom by written notice to the Company and
the managing underwriter. In the event of any such underwritten public offering,
the Company shall perform its obligations under the underwriting agreement, in
usual and customary form, with the managing underwriter of such offering
including, if required, filing a new registration statement or an amendment to
an existing registration statement. In connection with any underwritten
offering permitted pursuant to this Article III(d), the Company shall make its
senior officers reasonably available to participate in "road show" presentations
with respect to the sale of the securities covered by the Registration
Statement. In connection with any underwritten offering pursuant to this
Article III(d), the Company shall, to the extent requested by the underwriters
for such offering, agree to refrain from the issuance or sale in any public
offering of any shares of Common Stock of the Company for a period of up to 90
days following the date of the underwriting agreement entered into with respect
to such underwritten offering.
(e) "PIGGY-BACK" REGISTRATIONS. (i) If, at any time after the closing of
the Asset Purchase Agreement, either the Company or the Holders propose to sell
any Class A Common Stock in an underwritten public offering, then in each such
case the Company or the Holders, as appropriate, shall, not later than 15 days
prior to the execution of an underwriting agreement with respect to such
offering, give written notice thereof to each Holder or the
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<PAGE>
Company, as appropriate. Such notice shall specify, at a minimum, the number
and class of shares or equity securities so proposed to be sold, the estimated
date of the underwriting agreement, any proposed means of distribution of the
shares, the proposed managing underwriter or underwriters of such shares and a
good faith estimate of the proposed maximum offering price thereof. Upon the
written direction of any Holder or the Company, as appropriate, given within 10
days of the receipt by such Holder or the Company, as appropriate, of any such
written notice (which direction shall specify the number of Registrable
Securities intended to be disposed of by such Holder or the Company and the
intended method of distribution thereof), the Company or the Holder shall
include in the offering any or all of the Registrable Securities then owned by
such Holder requesting such inclusion or the Company (a "Requesting
Shareholder"), to the extent necessary to permit the sale or other disposition
of the shares constituting such number of Registrable Securities as such
Requesting Shareholder shall have so directed the Company, or the Company shall
have directed the Holders, to be so included. Any Requesting Shareholder shall
have the right to withdraw such direction by giving written notice to the
Company or the Holders, as appropriate, to such effect within 5 days after
giving such direction.
(ii) If any managing underwriter of an offering shall advise the
Company and the Holders in writing that the inclusion in the offering of some or
all of the Registrable Securities sought to be registered by the Requesting
Shareholders creates a significant risk that the price per share the Company (in
the case of an offering initially proposed by the Company) or the Holders (in
the case of an offering initially proposed by the Holders) will derive from such
offering will be adversely affected or that the number of shares or securities
sought to be offered is too large a number to be reasonably sold, then the
Company or the Holder, as appropriate, will include in such offering such number
of shares or securities as the Company and such Holders are so advised can be
sold in such offering without such an effect (the "Maximum Number"), in the
following order of priority: (i) first, such number of shares or securities as
the Company (in the case of an offering initially proposed by the Company) or
the Holders (in the case of an offering initially proposed by the Holders) shall
have set forth in the notice of its intent to offer and (ii) second, if the
number of shares or securities to be offered under clause (i) is less than the
Maximum Number, such number of Registrable Securities of each Requesting
Shareholder pro rata in proportion to the number of shares or securities sought
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to be offered by the Requesting Shareholders which, when added to the number of
shares or other equity securities to be offered by the Company (in the case of
an offering initially proposed by the Company) or the Holders (in the case of an
offering initially proposed by the Holders), equals the Maximum Number.
IV.
REGISTRATION EXPENSES
All fees and expenses incident to the Company's performance of or
compliance with this Agreement shall be borne by the Company, including, without
limitation, the following fees and expenses: (a) all SEC, National Association
of Securities Dealers, Inc., stock exchange or other
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<PAGE>
registration and filing fees and listing fees; (b) the fees and expenses of the
Company's compliance with securities or blue sky laws (including reasonable fees
and disbursements of counsel in connection with blue sky qualifications of the
Registrable Securities); (c) printing expenses; (d) the fees and disbursements
of counsel for the Company and the fees and expenses for independent certified
public accountants (including the expenses of any annual audit, special audit,
if necessary, and "cold comfort" letters required by or incident to the
performance of any agreement with the underwriters of any underwritten offering
of Registrable Securities) underwriters and other persons retained by the
Company in connection with such registration; (e) fees of transfer agents and
registrars; and (f) messenger and delivery expenses. In addition, the Company
shall pay its internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
the expense of any annual audit or quarterly review, the expense of any
liability insurance obtained by the Company, the expenses of one counsel for all
of the Holders with respect to the initial registration and with respect to each
underwritten offering pursuant to Article III, and the expenses and fees for
listing or authorizing for quotation the securities to be registered on each
securities exchange on which any shares of the Common Stock are then listed or
quoted.
V.
INDEMNIFICATION; CONTRIBUTION
(a) INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify
and hold harmless each Holder, each of such Holder's officers and directors and
partners, and each of such Holder's legal counsel and independent accountants,
if any, and each person controlling any such persons within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, with respect
to which registration, qualification or compliance has been effected pursuant to
this Agreement, and each underwriter, if any, and each person who controls any
underwriter within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, from and against any and all losses, claims, damages,
liabilities and expenses (including reasonable costs of investigation, any legal
and any other expenses reasonably incurred in connection with investigating,
preparing or defending any such claim, loss, damage, liability or action, and
any of the foregoing incurred in settlement of any litigation, commenced or
threatened) arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or
prospectus contained therein or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by the
Company of any rule or regulation promulgated under the Securities Act or any
state securities laws applicable to the Company and relating to action or
inaction by the Company in connection with any registration, qualification or
compliance required hereunder or arising out of or based upon the Company's
breach of any representation, warranty, covenant or agreement contained in this
Agreement; provided, however, that the Company shall not be liable in any such
case to the extent any of such losses, claims, damages, liabilities or expenses
arise out of, or are based upon, any
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<PAGE>
such untrue statement or omission or allegation thereof based upon information
furnished in writing to the Company by such Holder, as appropriate, expressly
for use therein.
(b) INDEMNIFICATION BY HOLDERS. Each Holder severally agrees to
indemnify and hold harmless the Company, its directors and officers and each
person, if any, who controls the Company within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act to the same extent as
the foregoing indemnity from the Company set forth above in (a), but only with
respect to information furnished in writing by such Holder, or on its behalf
expressly for use in the Registration Statement or prospectus relating to the
Registrable Securities, any amendment or supplement thereto or any preliminary
prospectus, under the heading "Selling Shareholders" and "Distribution" and
provided that the obligation of each Holder to indemnify will be several and not
joint. In case any action or proceeding shall be brought against the Company or
its directors or officers, or any such controlling person, in respect of which
indemnity may be sought against the Holder, the Holder shall have the rights and
duties given to the Company, and the Company or its directors or officers or
such controlling person shall have the rights and duties given to the Holder, by
the preceding subsection (a) hereof.
(c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any action or
proceeding (including any governmental investigation) shall be brought or
asserted against any person entitled to indemnification under subsections (a) or
(b) above (an "Indemnified Party") in respect of which indemnity may be sought
from any party who has agreed to provide such indemnification (an "Indemnifying
Party"), the Indemnifying Party shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to such Indemnified Party, and
shall assume the payment of all expenses. Such Indemnified Party shall have the
right to employ separate counsel in any such action and to participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party unless (i) the Indemnifying Party has agreed
to pay such fees and expenses, or (ii) such Indemnified Party shall have been
advised by counsel that there is an actual or potential material conflict of
interest on the part of counsel employed by the Indemnifying Party to represent
such Indemnified Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that Indemnified Party elects to employ separate
counsel at the expense of the Indemnifying Party, the Indemnifying Party shall
not have the right to assume the defense of such action or proceeding on behalf
of such Indemnified Party; it being understood, however, that the Indemnifying
Party shall not, in connection with any one cause action or proceeding or
separate but substantially similar or related actions or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys
(together with appropriate local counsel) at any time for all such Indemnified
Parties, which firm shall be designated in writing by such Indemnified Parties).
The Indemnifying Party shall not be liable for any settlement of any such action
or proceeding or any threatened action or proceeding effected without its
written consent, but if settled with its written consent or if there be a final
judgment of the plaintiff in any such action or proceedings, the Indemnifying
Party shall indemnify and hold harmless such Indemnified Parties from and
against any loss or liability (to the extent stated above) by reason of such
settlement or judgment. The failure of any Indemnified
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Party to give prompt notice of a claim for indemnification hereunder shall not
relieve the Indemnifying Party of its obligations under this Agreement, unless
such failure is prejudicial to the ability of the Indemnifying Party to defend
the action. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect of such claim or
litigation.
(d) CONTRIBUTION. If the indemnification provided for in this
Section 5 is unavailable to the Indemnified Parties in respect of any losses,
claims, damages, liabilities or judgment referred to herein, then such
Indemnifying Party, in lieu of Indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages, liabilities and judgments in the following
manner: as between the Company on the one hand and any Indemnified Party
entitled to indemnification under Section V(b) on the other, in such proportion
as is appropriate to reflect the relative fault of the Company on the one hand
and any Indemnified Party entitled to indemnification under Section V(b) on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations. The relative fault of the Company on the one hand and
of any Indemnified Party entitled to indemnification under Section V(b) on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by such party,
and the party's relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. No person guilty
of fraudulent misrepresentation (within the means of subsection 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
(e) SURVIVAL. The indemnity and contribution agreements contained in
this Section 5 shall remain operative and in full force and effect with respect
to any sales of Registrable Securities made pursuant to the Registration
Statement regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Indemnified Party or by or on behalf
of the Company, and (iii) the consummation of the sale or successive resale of
the Registrable Securities.
VI.
EXCHANGE RIGHTS
The Company shall give notice (the "Trigger Event Notice") to the Holders
of a Trigger Event (as defined in the Articles Supplementary to the Charter of
the Company adopted on _____ ___, 1996 (the "Articles Supplementary")) within 30
days after the occurrence of such Trigger Event in such form as the Articles
Supplementary require that notice be given to holders of Series B Preferred
Stock. Thereafter, each Holder of shares of Class A Common Stock issued upon
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conversion of such Holder's Series B Preferred Stock prior to a Trigger Event
shall have the right (the "Exchange Right") to exchange such Common Shares back
into the number of shares of Series B Preferred Stock for which such shares of
Common Stock were exchanged. Each Holder shall exercise the Exchange Right by
giving a notice (an "Exchange Notice") to the Company within 30 days following
receipt of the Trigger Event Notice, accompanied by certificates for the shares
to be exchanged. Within five business days after receipt of an Exchange Notice
and share certificates, the Company shall issue to the shareholder certificates
representing the number of shares of Series B Preferred Stock for which such
shares of Class A Common Stock represented by the certificates surrendered were
exchanged, together with such dividend payments or accruals as would have been
paid or accrued on such shares if they had been outstanding since the date of
the Trigger Event and such notices as were delivered to holders of Series B
Preferred Stock since the Trigger Event.
VII.
MISCELLANEOUS
(a) RULES 144 AND 144A. The Company covenants that following the
registration of Registrable Shares it will file any reports required to be filed
by it under the Securities Act and the Exchange Act so as to enable Holders
holding Registrable Shares to sell such Registrable Shares without registration
under the Securities Act within the limitation of the exemptions provided by
(i) Rules 144 and 144A under the Securities Act, as each such Rule may be
amended from time to time, or (ii) any similar rule or rules hereafter adopted
by the SEC. Upon the request of any such Holder, the Company will forthwith
deliver to such Holder a written statement as to whether it has complied with
such requirements.
(b) AMENDMENTS AND WAIVERS. The provision of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given other than as mutually agreed upon in
writing by the Company and the Holders of a majority of the Registrable
Securities.
(c) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, regular mail,
registered first-class mail, telex, fax or air courier guaranteeing overnight
delivery:
(i) if to the Company:
Sinclair Broadcast Group, Inc.
2000 W. 41st Street
Baltimore, Maryland 21211
Fax Number: (410) 467-5043
Attn: David B. Amy
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<PAGE>
with copies to:
Thomas & Libowitz, P.A.
100 Light Street, Suite 1100
Baltimore, Maryland 21202
Fax Number: (410) 752-2046
Attn: Steven A. Thomas, Esq.
and
Wilmer, Cutler & Pickering
100 Light Street
Baltimore, Maryland 21202
Fax Number: (410) 986-2828
Attn: George P. Stamas, Esq. or John B. Watkins, Esq.
(ii) if to River City:
River City Broadcasting, L.P.
1215 Cole Street
St. Louis, Missouri 63106-3897
Fax Number: (314) 259-5709
Attn: Barry Baker
with a copy to:
Dow, Lohnes & Albertson
A Professional Limited Liability Company
1200 New Hampshire Avenue
Suite 800
Washington, D.C. 20036-6802
Fax Number: (202) 776-2222
Attn: John Byrnes
and
Baker & Botts, L.L.P.
2001 Ross Avenue
Dallas, Texas 75201
Fax Number: (214) 953-6503
Attn: Andrew Baker
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(iii) if to the other Holders,
to their respective addresses
and fax numbers listed on the
signature pages hereto.
(d) SUCCESSORS AND ASSIGNS. No Holder may assign any rights or
benefits under this Agreement without prior written consent of the Company;
provided, that (i) River City may transfer Registrable Securities to its
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partners (and the general partner of River City may further transfer Registrable
Securities to its stockholders), (ii) any Holder may transfer Registrable
Securities to any entity controlling, controlled by, or under common control
with such Holder, and (iii) any individual may transfer Registrable Securities
to any member of his immediate family (i.e., a spouse, child, stepchild, parent
or sibling), or to his or her heirs, executors or estate pursuant to the laws of
descent and distribution, and any such transferee shall retain the rights of the
transferor under this Agreement provided such transferee executes and becomes
bound by the terms of this Agreement, and each such transferee shall become a
Holder hereunder. The Company may not assign any rights or benefits under this
Agreement without prior written consent of the Holders of a majority of the
Registrable Securities. This Agreement shall inure to the benefit of and be
binding upon the permitted successors and assigns of the Company, River City and
the other Holders.
(e) COUNTERPARTS. This Agreement may be executed in a number of
identical counterparts and it shall not be necessary for the Company, River City
and the Partners to execute each of such counterparts, but when each has
executed and delivered one or more of such counterparts, the several parts, when
taken together, shall be deemed to constitute one and the same instrument,
enforceable against each in accordance with its terms. In making proof of this
Agreement, it shall not be necessary to produce or account for more than one
such counterpart executed by the party against whom enforcement of this
Agreement is sought.
(f) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OR CHOICE OF LAW.
(h) SEVERABILITY. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or further laws effective during
the term of this Agreement, such provision shall be fully severable; this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this Agreement; and the
remaining provisions of this Agreement shall remain in full force and effect and
shall not be affected by the illegal, invalid or unenforceable provision or by
its severance from this Agreement.
-14-
<PAGE>
(i) ENTIRE AGREEMENT. This Agreement and the Asset Purchase Agreement
are intended by the Company and the Holders as final expression of their
agreement and is intended to be a complete and exclusive statement of their
agreement and understanding in respect of the subject matter contained herein.
This Agreement supersedes all prior agreements and understandings between the
Company, and Holders with respect to such subject matter.
(j) THIRD PARTY BENEFICIARIES. Other than Indemnified Parties not a
party hereto, this Agreement is intended for the benefit of the Company, the
Holders and their respective successors and assigns and is not for the benefit
of, nor may any provision hereof be enforced by, any other person or entity.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
THE COMPANY:
SINCLAIR BROADCAST GROUP, INC.
By: /S/ DAVID B. AMY
-------------------------------
Name: David B. Amy
Title: Chief Financial Officer
RIVER CITY BROADCASTING, L.P.
By: Better Communications, Inc.,
its General Partner
By: /S/ ROBERT E. QUICKSILVER
------------------------------
Name: Robert E. Quicksilver
Title: Vice President
[Signature Lines, Names, Addresses and Fax Numbers of other Holders To Appear
in Exhibit A, to be amended as provided herein.]
-15-
<PAGE>
EXHIBIT A
Schedule of Registration Rights Holders
-16-
<PAGE>
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13D-1(f) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock, par value $0.01 per share, of Sinclair Broadcast
Group, Inc. and that this Agreement be included as an Exhibit to such joint
filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 18th
day of June, 1996.
RIVER CITY BROADCASTING, L.P.
By: Better Communications, Inc.,
its general partner
By: /s/ Barry Baker
-------------------------------------
Barry Baker
President
BETTER COMMUNICATIONS, INC.
By: /s/ Barry Baker
-------------------------------------
Barry Baker
President
/s/ Barry Baker
----------------------------------------
BARRY BAKER
