UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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)
April 8, 1998
(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 . (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 15
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barry Baker
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 2,036,626
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 2,036,626
WITH
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,036,626
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 8.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 829266 10 9 13D Page 3 of 15
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BancBoston Investments, Inc
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 71,305
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 71,305
WITH
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,305
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 0.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 829266 10 9 13D Page 4 of 15
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boston Ventures Limited Partnership IV
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER -0-
WITH
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 829266 10 9 13D Page 5 of 15
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boston Ventures Limited Partnership IVA
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER -0-
WITH
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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>
Page 6 of 15
Schedule 13D (Amendment No. 2)
Sinclair Broadcast Group, Inc.
ITEM 1. SECURITY AND ISSUER
See joint Statements on Schedule 13D, as previously filed.
This Amendment No. 2 to the joint Statement on Schedule 13D, filed
June 21, 1996, and amended by Amendment No. 1, filed January 23, 1997, is filed
with respect to the Class A Common Stock, par value $0.01 per share (the "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 No. 2 is to report the dissolution of the
Partnership Group (as defined below).
All information in the Schedule 13D is given as of April 8, 1998, which is
prior to a two-for-one stock split of SBG Common Stock which occurred on April
30,1998.
ITEM 2. IDENTITY AND BACKGROUND
See joint Statements on Schedule 13D, as previously filed.
The persons filing this Amendment No. 2 are 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 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.
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 River City Broadcasting, L.P. that governed the
disposition by the parties thereto of their shares of SBG Common Stock. (See
Item 6). As such, Baker, Boston Ventures, BancBoston and Pyramid were part of a
group that also included Larry D. Marcus("Marcus") and Marcus Investments, L.P.
(collectively, the "Partnership Group").
The members of the Partnership Group executed a Waiver and Agreement (the
"Waiver Agreement"), pursuant to which the parties thereto irrevocably waived
the
<PAGE>
Page 7 of 15
Schedule 13D (Amendment No. 2)
Sinclair Broadcast Group, Inc.
restrictions on disposition of stock set forth in the Consent Agreement, which
waiver became effective upon consummation of the offering of SBG Common Stock
(See Item 5). This Waiver Agreement results in the dissolution of the
Partnership Group for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended.
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 Voting Group
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 II 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 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 Filing Parties, none of 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
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.
To the best knowledge of the Filing Parties, unless otherwise indicated,
all of the individuals listed in Schedules I and II are citizens of the United
States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See joint Statements on Schedule 13D, as previously filed.
ITEM 4. PURPOSE OF TRANSACTION
See joint Statements on Schedule 13D, as previously filed.
<PAGE>
Page 8 of 15
Schedule 13D (Amendment No. 2)
Sinclair Broadcast Group, Inc.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) According to the Prospectus Supplement (To Company Prospectus and
Resale Prospectus, each dated April 8, 1998), dated April 9, 1998, following the
consummation of the offering of SBG Common Stock by the Company and certain
selling shareholders (the "Offering"), there were 22,414,956 shares of SBG
Common Stock issued and outstanding.
On April 8, 1998, Boston Ventures Limited Partnership IV converted 253,800
shares of Series B Convertible Preferred Stock (the "Convertible Preferred
Stock") into 922,909 shares of SBG Common Stock and distributed such shares to
its partners. On April 8, 1998, Boston Ventures Limited Partnership IVA
converted 142,745 shares of Convertible Preferred Stock into 519,073 shares of
SBG Common Stock and distributed such shares to its partners. As a result,
Boston Ventures no longer has a direct or indirect beneficial ownership interest
in any shares of SBG Common Stock.
BancBoston directly beneficially owns 21,202.8 shares of Convertible
Preferred Stock that are convertible into approximately 71,305 shares of SBG
Common Stock, which, if issued, would represent approximately .3% of the issued
and outstanding shares of SBG Common Stock.
Effective January 27, 1997, Better Communications, Inc. ("BCI") distributed
its 134,858 shares of Convertible Preferred Stock to Baker and Marcus. As a
result of such distribution, BCI no longer owned any capital stock of SBG. Baker
received 107,886 of such shares of Convertible Preferred Stock and Marcus
received 26,972 shares. In addition, Baker owned an additional 72,016 shares of
Convertible Preferred Stock. In the second half of April 1998, all of Baker's
179,902 shares of Convertible Preferred Stock were converted into 654,191 shares
of SBG Common Stock. Baker, through his ownership of Baker Stock Options (as
Previously defined in Item 6), may also be deemed to beneficially own 1,382,435
shares of SBG Common Stock. In aggregate, Baker may be deemed to beneficially
own 2,036,626 shares of SBG Common Stock, which represents approximately 8.3% of
the issued and outstanding shares of SBG Common Stock.
To the best knowledge of the Filing Parties, the SBG Stockholders are the
beneficial owners of 14,200 shares of SBG Common Stock, representing .06% 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 25,166,432
shares of the Class B
<PAGE>
Page 9 of 15
Schedule 13D (Amendment No. 2)
Sinclair Broadcast Group, Inc.
Common Stock of SBG, which are convertible at the holders' option into
25,166,432 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 25,180,632 shares of SBG Common Stock, which, when issued, will
represent approximately 52.9% of the issued and outstanding shares of SBG Common
Stock.
Beneficial ownership of the 2,036,626 shares of SBG Common Stock referred
to herein as being held by Baker may be attributed to the members of the Voting
Group that directly or indirectly own shares of SBG Common Stock. Beneficial
ownership of the 25,180,632 shares of SBG Common Stock referred to herein as
being held by the SBG Stockholders may be attributed to the members of the
Voting Group that directly or indirectly own shares of SBG Common Stock. Baker
and the SBG Stockholders, as members of the Voting Group, may be deemed to
beneficially own 26,824,943 shares of SBG Common Stock, which, when issued, will
represent 54.5% of the issued and outstanding shares of SBG Common Stock. Each
member of the Voting Group disclaims beneficial ownership of the shares of SBG
Common Stock owned by the other members of the Voting Group.
Following the Offering, Larry D. Marcus beneficially owned 21,451 shares of
SBG Common Stock and Marcus Investments, L.P. beneficially owned 6,404 shares of
SBG Common Stock.
Except for the shares of SBG Common Stock beneficially owned by Baker and
the 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 or II 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, voting or disposition of any shares of SBG Common Stock.
(c) On April 8, 1998, pursuant to the Offering described in subsections (a) and
(b) above, BancBoston converted a portion of its Convertible Preferred Stock
into 475,369 shares of SBG Common Stock which were then immediately sold at a
price of $58.25 per share in the open market.
<PAGE>
Page 10 of 15
Schedule 13D (Amendment No. 2)
Sinclair Broadcast Group, Inc.
Of the shares distributed by Boston Ventures Limited Partnership IV to its
partners as described in subsections (a) and (b) above, the partners of Boston
Ventures Limited Partnership IV sold 549,020 shares of SBG Common Stock in the
Offering at a price of $58.25 per share. Of the shares distributed by Boston
Ventures Limited Partnership IVA to its partners as described in subsections (a)
and (b) above, the partners of Boston Ventures Limited Partnership IVA sold
386,328 shares of SBG Common Stock in the Offering at a price of $58.25 per
share.
On April 8, 1998, pursuant to the Offering described in subsections (a) and
(b) above, Larry Marcus converted all of his Convertible Preferred Stock into
114,446 shares of SBG Common Stock and sold 92,995 of such shares in the
Offering at a price of $58.25 per share. On April 8, 1998, pursuant to the
Offering described in subsections (a) and (b) above, Marcus Investments, L.P.
also converted all of its Convertible Preferred Stock into 49,101 shares of SBG
Common Stock and sold 42,697 of such shares in the Offering at a price of $58.25
per share.
The Filing Parties understand that on April 8, 1998, Pyramid Ventures, Inc.
sold 483,778 shares of SBG Common Stock in the Offering at a price of $58.25 per
share.
Except as set forth herein, no transactions in SBG Common Stock were
effected by any of the Filing Parties, and, to the best knowledge of the persons
filing this statement on Schedule 13D, any of the other 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 BCI, BancBoston and Boston Ventures ceased to be
beneficial owners of more than five percent of the class of securities reported
herein was April 8, 1998.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
See joint Statements on Schedule 13D, as previously filed. The members of
the Partnership Group executed a Waiver and Agreement (the "Waiver Agreement"),
pursuant to which the parties thereto irrevocably waived the restrictions on
disposition of stock set forth in the Consent Agreement (See Item 2), which
waiver became effective upon consummation of
<PAGE>
Page 11 of 15
Schedule 13D (Amendment No. 2)
Sinclair Broadcast Group, Inc.
the offering of SBG Common Stock (See Item 5). This Waiver Agreement results in
the dissolution of the Partnership Group for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended. The foregoing description of the
Waiver Agreement is qualified in its entirety by reference to the Waiver
Agreement which is included herein as Exhibit 7.07 and is incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 7.01 Voting Agreement (incorporated by reference to the joint
Statement on Schedule 13D filed on June 21, 1996).
Exhibit 7.02 Consent Agreement (incorporated by reference to the joint
Statement on Schedule 13D filed on June 21, 1996).
Exhibit 7.03 Baker Option Agreement (incorporated by reference to the
joint Statement on Schedule 13D filed on June 21, 1996).
Exhibit 7.04 Registration Rights Agreement (incorporated by reference to
the joint Statement on Schedule 13D filed on June 21, 1996).
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 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 (incorporated
by reference to the Joint Statement on Schedule 13D filed on
January 23, 1997).
Exhibit 7.07 Waiver and Agreement, by and among BCI, Baker, Boston
Ventures, Larry D. Marcus, Marcus Investments, L.P.,
BancBoston and Pyramid.
<PAGE>
Page 12 of 15
Schedule 13D (Amendment No. 2)
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.
February 1, 1999 /s/ Barry Baker
----------------- ----------------------
Date BARRY BAKER
<PAGE>
Page 13 of 15
Schedule 13D (Amendment No. 2)
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.
February 1, 1999 BANCBOSTON INVESTMENTS INC.
-----------------
Date
By: /s/ Lars A. Swanson
----------------------
Name: Lars A. Swanson
Title: Vice President
<PAGE>
Page 14 of 15
Schedule 13D (Amendment No. 2)
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.
February 1, 1999 BOSTON VENTURES LIMITED PARTNERSHIP IV
-----------------
Date
By: Boston Ventures Company Limited
Partnership IV, General Partner
By: /s/ Barbara M. Ginader
----------------------
Name: Barbara M. Ginader
Title: General Partner
<PAGE>
Page 15 of 15
Schedule 13D (Amendment No. 2)
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.
February 1, 1999 BOSTON VENTURES LIMITED PARTNERSHIP IVA
-----------------
Date
By: Boston Ventures Company Limited
Partnership IV, General Partner
By: /s/ Barbara M. Ginader
----------------------
Name: Barbara M. Ginader
Title: General Partner
<PAGE>
SCHEDULE I
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, Secretary and Treasurer, General Partner, Marcus
Clayton, MO 63105 Better Communications, Inc. Investments, L.P.
</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 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 Secretary and
Treasurer of BCI. Marcus is also the General Partner of Marcus Investments, L.P.
<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.
<PAGE>
BancBoston Capital, Inc. is a Massachusetts corporation. The principal
office address of BancBoston Capital, Inc. is 175 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 BankBoston
Corporation.
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 175 Federal Street President 175 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.)
Robin S. Higham Managing Director
Donna L. Carter Chief Financial Officer
Sanford Anstey Vice President
William O. Charman Vice President
Rufus L. Clark Vice President
John J. Cullinane Vice President
Mark H. Deblois Vice President
Craig H. Deery Vice President
John Doggett Vice President
Cynthia K. Duda Vice President
Charles R. Grant Vice President
Glen M. Holland Vice President
Craeme Mills Vice President
Theresa A. Nibi Vice President
Mary J. Reilly Vice President
Charles D. Reydel Vice President
Peter R. Roberts Vice President
Timothy H. Robinson Vice President
Lars A. Swanson Vice President
Lee J. Tesconi Vice President
Iain Whitfield Vice President
Suzanne K. Berger Assistant Vice President
Sally Curtis Assistant Vice President
Peter L. Denious Assistant Vice President
Jason H. Hurd Assistant Vice President
M. Scott McCormack Assistant Vice President
Cliford J. Meijer Assistant Vice President
John J. Quintal Assistant Vice President
Daniela B. Soares Assistant Vice President
John P. Ward Assistant Vice President
Zackery T. Edmonds Treasurer
Kenneth E. Hamberg Assistant Treasurer
Jeanne M. McGovern Assistant Treasurer
Timothy A.G. Gerhold Clerk and Counsel
Mathew A. Berk Assistant Clerk and Counsel
James E. Reilly Assistant Clerk and Counsel
</TABLE>
<PAGE>
BancBoston Investments, Inc. is a Massachusetts corporation. The principal
office address of BancBoston Investments, Inc. is 175 Federal Street, Boston,
MA02110. The principal business of BancBoston Investments, Inc. is
makinginvestments. The ultimate controlling person of BancBoston Investments,
Inc. is BankBoston 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 175 Federal Street President 175 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.)
Donna L. Carter Chief Financial Officer
Sanford Anstey Vice President
Marcia T. Bates Vice President
William O. Charman Vice President
Rufus L. Clark Vice President
John J. Cullinane Vice President
Mark H. Deblois Vice President
Craig H. Deery Vice President
John Doggett Vice President
Cynthia K. Duda Vice President
Charles R. Grant Vice President
Glen M. Holland Vice President
Andrew T. Kellent Vice President
Graeme Mills Vice President
Theresa A. Nibi Vice President
Mary J. Reilly Vice President
Charles D. Reydel Vice President
Peter R. Roberts Vice President
Timothy H. Robinson Vice President
Lars A. Swanson Vice President
Lee J. Tesconi Vice President
Iain Whitfield Vice President
David K. McKown Vice President-High Yield
Peter R. Merrill Vice President-High Yield
Suzanne K. Berger Assistant Vice President
Sally Curtis Assistant Vice President
Peter L. Denious Assistant Vice President
Jason H. Hurd Assistant Vice President
M. Scott McCormack Assistant Vice President
Cliford J. Meijer Assistant Vice President
John J. Quintal Assistant Vice President
Daniela B. Soares Assistant Vice President
John P. Ward Assistant Vice President
Zackery T. Edmonds Treasurer
Kenneth E. Hamberg Assistant Treasurer
Jeanne M. McGovern Assistant Treasurer
Timothy A.G. Gerhold Clerk and Counsel
Mathew A. Berk Assistant Clerk and Counsel
James E. Reilly Assistant Clerk and Counsel
Floyd P. Wiggins Managing Director-CMBS
Steven A. Shenfeld Managing Director-High Yield
Timothy W. Dwyer Vice President-CMBS
Jeffrey J. Ingram Vice President-CMBS
</TABLE>
<PAGE>
The BankBoston Corporation (formerly Bank of Boston Corporation)is a
Massachusetts corporation. The principal business address of the BankBoston
Corporation is 100 Federal Street, Boston, MA 02110. The BankBoston Corporation
is a bank holding company.
EXECUTIVE OFFICERS OF THE BANKBOSTON 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
(617) 434-2200
(This address is the office
address for all executive
officers set forth herein)
Henrique de Campos Meirelles President and Chief Operating Officer
Susannah M. Swilhart Vice Chairman, Chief Finacial Officer and Treasurer
Paul F. Hogan Vice Chairman, Corprate Banking
Bradford H. Warner Vice Chairman, Retail Banking
Melville E. Blake, III Executive Director, Strategic Planning
Geraldo Jose Carbone Regional Manager, Brazil
Helen G. Drinan Executive Vice President, Human Resources
Ira A. Jackson Executive Vice President, Corporate and Community Affairs
Robert T. Jefferson Comptroller
John A. Kahwaty Executive Director, Investor Relations
Lindsey C. Lawrence Executive Vice President, Internet Banking
Peter J. Manning Executive Vice President, Mergers and Acquisitions
John L. Mastromarino Executive Vice President, Risk Management
Kathleen M. McGillycuddy Executive Director, Global Treasury and Investmnts
Manuel R. Sacerdote Regional Manger, Southern Cone
Erich Schumann Executive Director, Finance
Gary A. Spiess Genral Counsel and Clerk
</TABLE>
<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 Chairman & CEO
BankBoston Corporation
175 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
<PAGE>
Occupation or Principal Business Affiliation
Director Business or Residence Address
- --------- --------------------------------------------
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
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
William M. Crozier, Jr. Chairman Emiritus
BankBoston Corporation
100 Federal Street
Boston, MA 02110
Henrique De Campos Meirelles President and COO
BankBoston Corporation
100 Federal Street
Boston, MA 02110
Thomas R. Piper Professor of Business Admnistration
Harvard Universty Gradutae School of
Business Admnistration
Boston, MA
Fran S. Rodgers Chief Executive Officer
Work/Family Directions Inc.
Boston, MA
Glenn P. Strehle Vice President for Finance and
Treasurer of Massachusetts
Institute of Technology
Boston, MA
</TABLE>
<PAGE>
SCHEDULE II
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.
Exhibit 7.07
WAIVER AND AGREEMENT
Reference is hereby made to that certain (i) Consent Agreement ("Consent
Agreement") executed June 7, 1996, but dated and effective April 10, 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"), BancBonston
Capital, Inc. ("BBC"), BancBoston Investments, Inc. ("BBI") (BBC and BBI
referred to collectively as "BancBoston") and Pyramid Ventures, Inc. ("Pyramid")
and (ii) Letter Agreement dated as of December 20, 1996 ("Letter Agreement").
Capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Consent Agreement. The parties hereto desire to set forth their
agreement regarding the dispositions of the stock in Sinclair Broadcast Group,
Inc. ("SBGI") whether Exchangeable, Preferred, Convertible Preferred Stock or
Common Stock (such as hereinafter referred to as the "Stock").
The parties hereto agree as follows:
1. The restrictions on dispositions of Stock set forth in the Consent
Agreement and Letter Agreement are hereby irrevocably waived by the General
Partner and Boston Ventures effective upon consummation of the proposed offering
of common stock of SBGI as described in that certain Prospectus Supplement dated
March 17, 1998 (it being understood that consummation of such offering shall be
deemed to have occurred if any Stock held by the parties hereto is sold in such
Offering), and the General Partner and Boston Ventures hereby agree that each of
the parties hereto will from and after such time be free to dispose of the Stock
without regard to such restrictions. It is understood and agreed that this
waiver applies to the corresponding provisions of the Consent Agreement dated as
of April 10, 1996, as amended on May 28, 1996, limiting dispositions of stock
that was included in the Consent Agreement (and superseded such provisions). The
parties hereto agree that in contemplation of, and to facilitate, the sale of
stock in SBGI pursuant to the aforesaid offering by BV, prior to consummation of
such offering, but contingent upon consummation of such offering, BVIV and BVIVA
may effect a distribution of stock in Sinclair to their respective partners.
<PAGE>
2. The provisions of Paragraph 4 of Exhibit A to the Consent Agreement
relating to registration of the Stock shall continue to apply so long as the
parties hereto (including, for this purpose, the partners of Boston Ventures and
the shareholders of the General Partner) continue to hold at least 1,000,000
shares of Common Stock of SBGI (for this purpose calculating such amount by
taking into account the conversion of Convertible Preferred Stock).
3. Subject to the terms and conditions of this Agreement, from time to time
after the date 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.
4. 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 A hereto.
5. 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.
6. 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.
7. 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>
IN WITNESS WHEREOF, the parties hereto have set their hands as
of the day and year written above.
By: Better Communications, Inc.
By: /s/ Barry Baker
-------------------
Name: Barry Baker
Title: CEO
/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>
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/ Lars Swanson
------------------------
Name: Lars Swanson
BANCBOSTON INVESTMENT, INC.
By: /s/ Lars Swanson
------------------------
Name: Lars Swanson
PYRAMID VENTURES, INC.
By: /s/ Joseph T. Wood
------------------------
Name: Joseph T. Wood
<PAGE>
EXHIBIT A
Notices
Better Communications, Inc.
c/o Mr. Barry Baker
Sinclair Broadcast Group, Inc.
2000 W. 41st Street
Baltimore, MD 21211
Mr. Barry Baker
Sinclair Broadcast Group, Inc.
2000 W. 41st Street
Baltimore, MD 21211
Mr. Larry D. Marcus
Marcus Investments
34 West Brentmoor Park
Clayton, MO 63105
Marcus Investments, L.P.
34 West Brentmoor Park
Clayton, MO 63105
Boston Ventures Limited Partnership IV
c/o Ms. Barbara M. Ginader
c/o Ms. Elizabeth Flynn
One Federal Street
23rd Floor
Boston, MA 02110
Boston Ventures Limited Partnership IVA
c/o Ms. Barbara M. Ginader
c/o Ms. Elizabeth Flynn
One Federal Street
23rd Floor
Boston, MA 02110
<PAGE>
BancBoston Capital, Inc.
c/o Mr. Lars Swanson
175 Federal Street
10th Floor
Boston, MA 02110
BancBoston Investments, Inc.
c/o Mr. Lars Swanson
175 Federal Street
10th Floor
Boston, MA 02110
Pyramid Ventures, Inc.
c/o Mr. Ethan Falco
c/o Mr. Joe Wood
Bankers Trust
130 Liberty Street
25th Floor
New York, NY 10006
