SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
-----
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)
January 1, 1997
------------------------------
(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
- - ----------------------------- ---------------------
- - ------------------------------------------------------------------------------
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) [ ]
-----
(b) [X]
------
- - ------------------------------------------------------------------------------
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 - 0 -
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
- 0 -
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING - 0 -
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- 0 -
- - ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
- 0 -
- - ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
X
----
- - ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
0%
- - ------------------------------------------------------------------------------
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
- - ----------------------------- ---------------------
- - ------------------------------------------------------------------------------
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 - 0 -
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,806,394
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING - 0 -
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,806,394
- - ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
490,393
- - ------------------------------------------------------------------------------
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 6.88%
- - ------------------------------------------------------------------------------
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
- - ----------------------------- ---------------------
- - ------------------------------------------------------------------------------
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
2,806,394
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 691,218
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,806,394
- - ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,443,487
- - ------------------------------------------------------------------------------
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 17.87%
- - ------------------------------------------------------------------------------
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
- - ----------------------------- ---------------------
CUSIP NO. 829266 10 9
- - ----------------------------- ---------------------
- - ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO OF BancBoston Investments, 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 Massachusetts
6
- - ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF - 0 -
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,806,394
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING - 0 -
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,806,394
- - ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
546,673
- - ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
X
----
- - ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
7.61%
- - ------------------------------------------------------------------------------
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
- - ----------------------------- ---------------------
- - ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO OF Boston Ventures Limited
ABOVE PERSON Partnership IV
- - ------------------------------------------------------------------------------
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 - 0 -
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,806,394
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING - 0 -
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,806,394
- - ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
922,910
- - ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
X
----
- - ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
12.22%
- - ------------------------------------------------------------------------------
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
- - ----------------------------- ---------------------
- - ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO OF Boston Ventures Limited
ABOVE PERSON Partnership IVA
- - ------------------------------------------------------------------------------
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 - 0 -
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,806,394
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING - 0 -
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,806,394
- - ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
519,073
- - ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
X
----
- - ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
7.26%
- - ------------------------------------------------------------------------------
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>
ITEM 1. SECURITY AND ISSUER
See joint Statement on Schedule 13D, as previously filed.
This Amendment 1 to the joint Statement on Schedule 13D, filed June 21,
1996, is filed with respect 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.
The purpose of this Amendment 1 is to report the distribution to the
partners of River City Broadcasting, L.P. ("RCB") of 1,150,000 shares of SBG's
Series B Convertible Preferred Stock (the "CONVERTIBLE PREFERRED STOCK") that
were held by RCB and beneficially owned by the Partnership Group (as defined
below).
ITEM 2. IDENTITY AND BACKGROUND
See joint Statement on Schedule 13D, as previously filed.
The persons filing this Amendment 1 are RCB, Better Communications, Inc.
("BCI"), Barry Baker ("BAKER"), Boston Ventures Limited Partnership IV, Boston
Ventures Limited Partnership IVA (together with Boston Ventures Limited
Partnership IV, "BOSTON VENTURES") and BancBoston Investments, Inc.
("BANCBOSTON") and, together with RCB, BCI, Baker and Boston Ventures, the
"FILING PARTIES"). The information required to be set forth in this Item 2
regarding the Filing Parties is set forth on Schedule I hereto.
BCI, Baker, Boston Ventures, BancBoston and Pyramid Ventures, Inc.
("PYRAMID") are parties to a Consent Agreement (the "CONSENT AGREEMENT") with
certain of the other limited partners of RCB that governs the disposition and
voting by the parties thereto of their shares of SBG Common Stock. (See Item 6)
As such, BCI, Baker, Boston Ventures, BancBoston and Pyramid are part of a
group that also includes Larry D. Marcus, Marcus Investments, L.P. and
BancBoston Capital, Inc. (the "PARTNERSHIP GROUP"). The information required
to be set forth in this Item 2 regarding the members of the Partnership Group
is set forth on Schedule II hereto.
<PAGE>
Baker and Boston Ventures are parties 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, together with Baker and
Boston Ventures, (the "VOTING GROUP") that governs the voting by the SBG Stock-
holders of their shares of SBG Common Stock in certain situations. (See Item 3)
The information required to be set forth in this Item 2 regarding the members
of the Voting Group is set forth on Schedule III hereto.
During the last five years, none of the Filing Parties, and to the best
knowledge of the Filing Parties, none of the other members of the Partnership
Group, the other 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 Filing 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 Filing Parties, unless otherwise indicated,
all of the individuals listed in Schedules I, II and III are citizens of the
United States of America.
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See joint Statement on Schedule 13D, as previously filed.
On November 15, 1996 and January 1, 1997, RCB distributed a total of
1,150,000 shares of Convertible Preferred Stock, convertible into 4,181,818
shares of SBG Common Stock, that were acquired by RCB from SBG pursuant to the
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, to
its partners in accordance with the partnership agreement of RCB. As a result,
RCB no longer has a direct or indirect beneficial ownership interest in any
shares of SBG Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
See joint Statement on Schedule 13D, as previously filed.
The purpose of the transaction for which this Amendment 1 relates was to
distribute the shares of Convertible Preferred Stock to the partners of RCB.
The Filing Parties (excluding RCB) hold shares of Convertible Preferred Stock
(convertible into shares of SBG Common Stock) for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) See joint Statement on Schedule 13D, as previously filed.
RCB has distributed 1,150,000 shares of Convertible Preferred Stock as
described in Item 3. As a result, RCB no longer has a direct or indirect
beneficial ownership interest in any shares of SBG Common Stock.
(b) See joint Statement on Schedule 13D, as previously filed.
As a result of the distribution by RCB, BCI received shares of
Convertible Preferred Stock that are convertible into 490,393 shares of SBG
Common Stock, which, when issued, will represent approximately 6.88% of the
issued and outstanding shares of SBG Common Stock. Baker, as <PAGE> the
controlling stockholder of BCI, may be deemed to have a beneficial ownership
interest in the 490,393 shares of SBG Common Stock issuable to BCI.
As previously reported, Baker, as an individual, 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 vested Baker Stock Options (as defined in the
joint Statement on Schedule 13D, as previously filed). As a result of the
distribution by RCB, Baker, as an individual, received shares of Convertible
Preferred Stock that are convertible into 261,868 shares of SBG Common Stock
which, when issued, will represent approximately 3.8% of the issued and
outstanding SBG Common Stock. Therefore, Baker, as an individual, may be
deemed to have a beneficial ownership interest in a total of 953,094 shares of
SBG Common Stock, which, when issued, will represent approximately 12.56% of
the issued and outstanding SBG Common Stock. Taken together with the shares
issuable to BCI, Baker may be deemed to have a beneficial ownership interest in
1,443,487 shares of SBG Common Stock, which, when issued, will represent
approximately 17.87% of the issued and outstanding SBG Common Stock.
As a result of the distribution by RCB, BancBoston received shares of
Convertible Preferred Stock that are convertible into 546,673 shares of SBG
Common Stock, which, when issued, will represent approximately 7.61% of the
issued and outstanding SBG Common Stock.
As a result of the distribution by RCB, Boston Ventures, considered
together, received shares of Convertible Preferred Stock that are convertible
into 1,441,983 shares of SBG Common Stock, which, when issued, will represent
approximately 17.86% of the issued and outstanding SBG Common Stock.
Each Filing Party that is a member of the Partnership Group, by virtue of
provisions regarding disposition and voting of shares contained in the Consent
Agreement, may be deemed to be a beneficial owner of all of the shares of
Convertible Preferred Stock that were issued to members of the Partnership
Group and are convertible into 2,806,394 shares of SBG Common Stock which, when
issued, will represent approximately 29.73% of the issued and outstanding SBG
Common Stock. Each Filing Party that is a member of the Partnership Group
disclaims beneficial ownership of shares of SBG Common Stock issuable upon
conversion of shares of Convertible Preferred Stock held by other members of
the Partnership Group.
<PAGE>
To the best knowledge of the Filing Parties, the SBG Stockholders are the
beneficial owners of 5,600 shares of SBG Common Stock, representing .08% of the
issued and outstanding shares of SBG Common Stock, and, to the best knowledge
of the Filing Parties, the SBG Stockholders are the beneficial owners of
28,476,981 shares of the 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 Filing Parties, on a fully diluted basis, the SBG Stockholders
are the beneficial owners of 28,482,581 shares of SBG Common Stock, which, when
issued, will represent approximately 81.13% of the issued and outstanding
shares of SBG Common Stock.
Beneficial ownership by Baker of the 1,443,487 shares of SBG Common Stock
referred to herein may be attributed to the members of the Voting Group that
directly or indirectly own shares of SBG Common Stock. Beneficial ownership by
Boston Ventures of the 1,441,983 shares of SBG Common Stock referred to herein
may be attributed to the members of the Voting Group that directly or
indirectly own shares of SBG Common Stock. Beneficial ownership by the SBG
Stockholders of the 28,482,581 shares of SBG Common Stock referred to herein
may be attributed to the members of the Voting Group that directly or
indirectly own shares of SBG Common Stock. The Filing Parties that are members
of the Voting Group, by virtue of their membership in the Voting Group, may be
deemed to have beneficial ownership of the 30,872,058 shares of SBG Common
Stock that are issued or issuable to Baker, Boston Ventures and the SBG
Stockholders, which, as and when issued, will represent approximately 82.32%
of the issued and outstanding SBG Common Stock. Except as set forth herein,
each Filing Party that is a member of the Voting Group also disclaims the
power to vote or direct the vote, and disclaims the power to dispose or to
direct the disposition of, the shares of SBG Common Stock owned by the other
members of the Voting Group.
Except for 691,218 shares of SBG Common Stock subject to the Baker Stock
Options, 16,367 shares of SBG Common Stock issuable to Larry D. Marcus, 49,102
shares of SBG Common Stock issuable to Marcus Investments, L.P. and 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 Filing 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 Filing
Parties expressly disclaim beneficial ownership of all such shares (if any)
owned by all such persons. Except as may be set forth in Item 6, the Filing
Parties are not a party to any agreement or arrangement of any kind with
respect to the acquisition, holding, <PAGE> voting or disposition of any shares
of SBG Common Stock or any shares of SBG Common Stock that they beneficially
own.
(c) See joint Statement on Schedule 13D, as previously filed.
Except for the distribution described in Item 3, and except as set forth
above, to the best knowledge of the persons filing this Statement on Schedule
13D, no transactions in SBG Common Stock were effected by any of the Filing
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.
(d) Not applicable.
(e) The date on which RCB ceased to be beneficial owner of more than
five percent of the class of securities reported herein was January 1, 1997.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
No material change - see joint Statement on Schedule 13D, as previously
filed.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 7.01 Voting Agreement (incorporated by reference to the joint State
ment on Schedule 13D dated May 31, 1996 and filed on June 21, 1996)
Exhibit 7.02 Consent Agreement (incorporated by reference to the joint
Statement on Schedule 13D dated May 31, 1996 and filed on
June 21, 1996)
Exhibit 7.03 Baker Option Agreement (incorporated by reference to the joint
Statement on Schedule 13D dated May 31, 1996 and filed on
June 21, 1996)
Exhibit 7.04 Registration Rights Agreement (incorporated by reference to the
joint Statement on Schedule 13D dated May 31, 1996 and filed on
June 21, 1996)
<PAGE>
Exhibit 7.05 Joint Filing Agreement, dated June 18, 1996, by and among Baker,
RCB and BCI. (incorporated by reference to the joint Statement
on Schedule 13D dated May 31, 1996 and filed on June 21, 1996)
Exhibit 7.06 Joint Filing Agreement, dated January 23, 1997, by and among
Baker, RCB, BCI, Boston Ventures and BancBoston.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
RIVER CITY BROADCASTING, L.P.
By: Better Communications, Inc.,
its general partner
January 23, 1997 By: /s/ Barry Baker
--------------- ---------------
Date Barry Baker
President
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
BETTER COMMUNICATIONS, INC.
January 23, 1997 By: /s/Barry Baker
---------------- --------------
Date Barry Baker
President
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 23, 1997 /s/Barry Baker
---------------- ------------------
Date BARRY BAKER
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 23, 1997 BANCBOSTON INVESTMENTS INC.
----------------
Date
By: /s/Sanford Anstey
-----------------
Name: Sanford Anstey
Title: Managing Director
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 23, 1997 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
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 23, 1997 BOSTON VENTURES LIMITED PARTNERSHIP IVA
----------------
By: Boston Ventures Company
Limited Partnership IV,
General Partner
By: /s/Barbara M. Ginader
-------------------------
Name: Barbara M. Ginader
Title: General Parrtner
<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, the President of BCI and serves as a
consultant to Sibnclair Broadcast Group, Inc. "SBG"). His principal
office and business address is c/o SBG at 200 W. 41st Street, Baltimore, MD
21211. Baker's present principal occupation is as President of BCI and
consultant to SBG.
EXECUTIVE OFFICERS AND DIRECTORS OF BETTER COMMUNICATIONS, INC.
<TABLE>
<S> <C> <C> <C>
Name and Address of
Corporation or Other
Business or Residence Principal Occupation or Organization in Which
Name Address Employment Employed
- ---- --------------------- --------------------- --------------------
Barry Baker* 2000 W. 41st Street President, Better Chief Executive Officer,
Baltimore, MD 21211 Communications, Inc. River City Broadcasting,
Consultant, Sinclair L.P.
Broadcast Group, Inc.
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>
<S> <C> <C> <C>
Name and Address of
Corporation or Other
Business or Residence Principal Occupation or Organization in Which
Name Address Employment Employed
- ---- --------------------- ------------------------ ---------------------
Barry Baker* 2000 W. 41st Street President, Better Chief Executive Officer,
Baltimore, MD 21211 Communications, Inc. River City Broadcasting,
Consultant, Sinclair L.P.
Broadcast Group, Inc.
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.
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.
iii
<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS OF BANCBOSTON CAPITAL, INC.
<TABLE>
<S> <C> <C> <C>
Name and Address of
Corporation or Other
Business or Residence Principal Occupation or Organization in Which
Name Address Employment Employed
- ---- ---------------------- ----------------------- ---------------------
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, MA02110. The principal business of BancBoston Investments,
Inc. is makinginvestments. The ultimate controlling person of BancBoston
Investments, Inc. is The Bank of Boston Corporation.
EXECUTIVE OFFICERS AND DIRECTORS OF BANCBOSTON INVESTMENTS, INC.
<TABLE>
<S> <C> <C> <C>
Name and Address of
Corporation or Other
Business or Residence Principal Occupation or Organization in Which
Name Address Employment Employed
- ---- --------------------- ----------------------- ---------------------
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
address for all executive office address for all
officers set forth herein.) executive 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>
<S> <C> <C> <C>
Name and Address of
Corporation or Other
Business or Residence Principal Occupation or Organization in Which
Name Address Employment Employed
- ---- ---------------------- ---------------------- --------------------
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
v
<PAGE>
<S> <C> <C> <C>
Name and Address of
Corporation or Other
Business or Residence Principal Occupation or Organization in Which
Name Address Employment Employed
- ---- ---------------------- ---------------------- --------------------
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
vi
<PAGE>
Name and Address of
Corporation or Other
Business or Residence Principal Occupation or Organization in Which
Name Address Employment Employed
- ---- ---------------------- ---------------------- --------------------
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>
<S> <C>
Occupation or Principal Business Affiliation
Director Business or Residence Address
- -------- --------------------------------------------
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
viii
<PAGE>
Occupation or Principal Business Affiliation
Director Business or Residence Address
- -------- --------------------------------------------
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>
<S> <C> <C> <C>
Name and Address of
Corporation or Other
Business or Residence Principal Occupation or Organization in Which
Name Address Employment Employed
- ---- ---------------------- ---------------------- --------------------
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>
<S> <C> <C> <C>
Name and Address of
Corporation or Other
Business or Residence Principal Occupation or Organization in Which
Name Address Employment Employed
- ---- ---------------------- ---------------------- --------------------
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
x
<PAGE>
Name and Address of
Corporation or Other
Business or Residence Principal Occupation or Organization in Which
Name Address Employment Employed
- ---- ---------------------- ---------------------- --------------------
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>
<S> <C>
OCCUPATION OR PRINCIPAL BUSINESS
AFFILIATION
Director BUSINESS OR RESIDENCE ADDRESS
- -------- -------- -- --------- -------
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
xii
<PAGE>
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
xiii
</TABLE>
<PAGE>
SCHEDULE III
Barry Baker ("Baker") is the Chief Executive Officer of River City
Broadcasting, L.P. and President of Better Communications, Inc. ("BCI") and
serves as a consultant to SBG. His principal office and business address is
2000 W. 41st Street, Baltimore, MD 21211. Baker's present principal
occupation is President of BCI and consultant to SBG.
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>
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.
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
23rd day of January, 1997.
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
BANCBOSTON INVESTMENTS INC.
By: /s/Sanford Anstey
------------------------------
Name: Sanford Anstey
Title: Managing Director
<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 IVA
By: Boston Ventures Company Limited
Partnership IV, General Partner
By: /s/Barbara M. Ginader
---------------------------
Name: Barbara M. Ginader
Title: General Partner
