SINCLAIR BROADCAST GROUP INC, S-3/A, 1996-11-07

SINCLAIR BROADCAST GROUP INC
S-3/A, 1996-11-07
TELEVISION BROADCASTING STATIONS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 1996
REGISTRATION NO. 333-12255

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------------------

FORM S-3/A
AMENDMENT NO. 1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

---------------------

SINCLAIR BROADCAST GROUP, INC.

(Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S> <C> <C>
Maryland 4833 52-1494660
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

---------------------

2000 WEST 41ST STREET
BALTIMORE, MARYLAND 21211
(410) 467-5005

(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

---------------------

DAVID D. SMITH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SINCLAIR BROADCAST GROUP, INC.
2000 WEST 41ST STREET
BALTIMORE, MARYLAND 21211
(410) 467-5005

(Name, address, including zip code, and telephone number, including area
code, of agent for service)

---------------------

With a copy to:

George P. Stamas, Esq. Steven A. Thomas, Esq.
Wilmer, Cutler & Pickering Thomas & Libowitz, P.A.
2445 M Street, N.W. 100 Light Street -- Suite 1100
Washington, D.C. 20037 Baltimore, MD 21202
(202) 663-6000 (410) 752-2468

---------------------

Approximate date of commencement of proposed sale of the
securities to the public:
As soon as practicable after the effective date of this Registration Statement.

---------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

<PAGE>

PROSPECTUS

5,564,253 SHARES

#############################################################################

IMAGE OMITTED
(SEE NARRATIVE DESCRIPTION BELOW OR IN "APPENDIX FOR GRAPHICS AND IMAGES".)

#############################################################################

CLASS A COMMON STOCK
PAR VALUE $.01 PER SHARE

All of the shares of Class A Common Stock, par value $.01 per share (the
"Class A Common Stock") offered hereby are being sold by the Selling
Stockholders, as defined herein. Sinclair Broadcast Group, Inc. (the "Company")
will not receive any of the proceeds from the sale of shares offered hereby. The
shares offered hereby may be sold by the Selling Stockholders in transactions on
the over-the-counter market, in privately negotiated transactions, or otherwise,
at prices prevailing at the time of sale or related to the then-current market
price, or as may be negotiated at the time of sale.

The Class A Common Stock is traded on the Nasdaq National Market System under
the symbol "SBGI." On November 4, 1996, the last reported sale price of the
Class A Common Stock as reported by Nasdaq was $31 5/8 per share. See "Price
Range of Common Stock."

The Company's outstanding capital stock consists of the Class A Common Stock,
shares of Class B Common Stock, par value $.01 per share (the "Class B Common
Stock") and shares of Series B Convertible Preferred Stock, par value $.01 per
share (the "Series B Preferred Stock"). The Company has also authorized Series A
Exchangeable Preferred Stock, par value $.01 per share, all of which has been
exchanged for Series B Preferred Stock. The rights of the Class A Common Stock
and the Class B Common Stock (collectively, the "Common Stock") are identical,
except that each share of Class A Common Stock entitles the holder thereof to
one vote in respect of matters submitted for the vote of holders of Common
Stock, whereas each share of Class B Common Stock entitles the holder thereof to
one vote on "going private" and certain other transactions and to ten votes on
other matters. The Controlling Stockholders (as defined) have the power to vote
100% of the outstanding shares of Class B Common Stock representing, together
with the Class A Common Stock held by the Controlling Stockholders,
approximately 95.8% of the aggregate voting power of the Company's capital stock
assuming sale of all shares covered by this Prospectus. Each share of Class B
Common Stock converts automatically into one share of Class A Common Stock upon
sale or other transfer to a party other than certain affiliates of the
Controlling Stockholders. See "Description of Capital Stock."

---------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE CLASS A COMMON STOCK
OFFERED HEREBY.

---------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is November 7, 1996.

<PAGE>
[Map showing location of television and radio stations owned and operated by the
Company, or to which the Company provides programming services pursuant to local
marketing agreements]

<PAGE>
PROSPECTUS SUMMARY

The following summary should be read in conjunction with the more detailed
information, financial statements and notes thereto appearing elsewhere in this
Prospectus. Unless the context otherwise indicates, as used herein, the
"Company" or "Sinclair" means Sinclair Broadcast Group, Inc. and its direct and
indirect wholly owned subsidiaries (collectively, the "Subsidiaries").
Capitalized terms used in this Prospectus have the meaning set forth in the
Glossary of Defined Terms, which appears at the end of this Prospectus.

THE COMPANY

The Company is a diversified broadcasting company that owns or provides
programming services to more television stations than any other commercial
broadcasting group in the United States. The Company currently owns or provides
programming services to 28 television stations and has an option to acquire one
additional television station. The Company believes it is also one of the top 20
radio groups in the United States, when measured by total number of radio
stations owned, programmed or with which the Company has joint sales agreements
(JSAs). The Company owns or provides programming services to 21 radio stations,
has pending acquisitions of two radio stations (one of which it currently
programs pursuant to a local marketing agreement (LMA)), has JSAs with three
radio stations and has options to acquire an additional seven radio stations.

The 28 television stations the Company owns or programs pursuant to LMAs are
located in 20 geographically diverse markets, with 23 of the stations in the top
51 television DMAs in the United States. The Company's television station group
is diverse in network affiliation with 10 stations affiliated with Fox, 11 with
UPN, two with ABC and one with CBS. Four stations operate as Independents.

The Company's radio station group is also geographically diverse with a
variety of programming formats including country, urban, news/talk/sports,
progressive rock and adult contemporary. Of the 25 stations owned, programmed or
with which the Company has a JSA, 12 broadcast on the AM band and 13 on the FM
band. The Company owns or programs from two to seven stations in all but one of
the radio markets it serves.

The Company has undergone rapid and significant growth over the course of the
last five years. Beginning with the acquisition of WPGH in Pittsburgh in 1991,
the Company has increased the number of television stations it owns, or provides
programming services to, from three to 28. From 1991 to 1995, net broadcast
revenues and operating cash flow increased from $39.7 million to $187.9 million,
and $15.5 million to $105.8 million, respectively. Pro forma for the
acquisitions described below, 1995 net broadcast revenue and operating cash flow
would have been $406.4 million and $190.6 million, respectively.

RECENT ACQUISITIONS

On February 8, 1996, the Telecommunications Act of 1996 (the "1996 Act") was
signed into law. The 1996 Act represents the most sweeping overhaul of the
country's telecommunications laws since the Communications Act of 1934. The
Company believes that the enactment of the 1996 Act, which relaxes the broadcast
ownership rules, presents a unique opportunity to build a larger and more
diversified broadcasting company. Accordingly, the Company has acted to
capitalize on the opportunities provided by the 1996 Act. Since the 1996 Act
became effective, the Company has acquired, obtained options to acquire, or
obtained the right to program 16 television and 33 radio stations for an
aggregate consideration of approximately $1.2 billion. These acquisitions (the
"Recent Acquisitions") are described below, and are included in the pro forma
consolidated financial data appearing elsewhere in this Prospectus.

<PAGE>

o River City Acquisition. On April 10, 1996, the Company agreed to acquire
certain assets of River City Broadcasting, L.P. ("River City"), a major
television and radio broadcasting company headquartered in St. Louis,
Missouri (the "River City Acquisition"). On May 31, 1996, the Company
acquired the Non-License Assets of nine television stations (one of which
was owned by another party and programmed by River City pursuant to an LMA)
and 21 radio stations. Concurrently, the Company acquired (i) an option to
purchase the License Assets of eight of the television stations and all 21
radio stations owned by River City for an exercise price of $20 million,
(ii) River City's rights under an LMA with respect to one television
station and one radio station (which radio station the Company has since
agreed to acquire), (iii) River City's rights under JSAs with respect to
three radio stations, and (iv) River City's rights to acquire eight
additional radio stations (one of which the company has subsequently
exercised) . The Company also entered into an LMA with River City to
program the eight television stations and 21 radio stations pending
acquisition of the License Assets. The Company paid an aggregate of $838.7
million in cash and issued 1,150,000 shares of Series B Convertible
Preferred Stock and 1,382,435 stock options to acquire the Non-License
Assets and the options for the License Assets and the rights described
above. The Company also obtained an option to purchase from River City the
assets of WSYX-TV in Columbus, Ohio, for an exercise price of approximately
$235 million. See "Business -- Acquisition Strategy."

o Superior Acquisition. On May 8, 1996, the Company acquired WDKY-TV
(Lexington, Kentucky) and KOCB-TV (Oklahoma City, Oklahoma), by acquiring
the stock of Superior Communications Inc. (the "Superior Acquisition") for
approximately $63.0 million.

o Flint Acquisition. On February 27, 1996, the Company acquired the assets of
WSMH-TV (Flint, Michigan) (the "Flint Acquisition") for approximately $35.4
million by exercising options acquired in May 1995.

o Cincinnati/Kansas City Acquisitions. On July 1, 1996, the Company acquired
the assets of KSMO-TV (Kansas City, Missouri) ("KSMO") and on August 1,
1996, it acquired the assets of WSTR-TV (Cincinnati, Ohio) ("WSTR" and
together, the "Cincinnati/Kansas City Acquisitions") for approximately
$34.2 million.

o Peoria/Bloomington Acquisition. On July 1, 1996, the Company acquired the
assets of WYZZ-TV (Peoria/Bloomington, Illinois) (the "Peoria/Bloomington
Acquisition" or "WYZZ") for approximately $21.2 million.

The Company continues to evaluate potential radio and television acquisitions
focusing primarily on stations located in the 20th to the 75th largest DMAs or
MSAs. In assessing potential acquisitions, the Company examines opportunities to
improve revenue share, audience share and/or cost control.

OPERATING STRATEGY

The Company's operating strategy is to (i) attract audience share through the
acquisition and broadcasting of popular programming, children's television
programming, counter-programming, local news programming in selected DMAs, and
popular sporting events in selected DMAs; (ii) increase its share of market
revenues through innovative sales and marketing efforts; (iii) aggressively
control programming and other operating costs; (iv) attract and retain high
quality management; (v) involve its stations extensively in their communities;
and (vi) establish additional television LMAs and increase the size of its radio
clusters.

The Company's LMA arrangements in markets where it already owns a television
station are a major factor in enabling the Company to increase its revenues and
improve operating margins. These LMAs have also helped the Company to manage its
programming inventory effectively and increase the Company's broadcast revenues
in those markets. In addition, the Company believes

<PAGE>
that its LMA arrangements have assisted certain television and radio stations
whose operations may have been marginally profitable to continue to air popular
programming and contribute to programming diversity in their respective DMAs and
MSAs.

RECENT DEVELOPMENTS

On August 21, 1996, the Company entered into an agreement (the "Fox
Agreement") with Fox which, among other things, provides that affiliation
agreements between Fox and eight stations owned or provided programming services
by the Company would be amended to have new five-year terms commencing on the
date of the Fox Agreement. Fox has the option to extend the affiliation
agreements for an additional five-year term and generally must extend all of the
affiliation agreements if it extends any. The Fox Agreement also provides that
the Company will have the right to purchase, for fair market value, any station
Fox acquires in a market currently served by a Company-owned Fox affiliate
(other than the Norfolk and Raleigh-Durham markets) if Fox determines to
terminate the affiliation agreement with the Company's station in that market
and operate the station acquired by Fox as a Fox affiliate. The agreement
confirmed that the Fox affiliation agreements for WTTO (Birmingham, Alabama)
would terminate on September 1, 1996, and that affiliation agreements for WTVZ
(Norfolk, Virginia) and WLFL (Raleigh, North Carolina) will terminate on August
31, 1998. See "Business -- Television Broadcasting."

CORPORATE HISTORY

The Company is the successor to businesses founded by the late Julian S.
Smith, the father of the Company's current majority stockholders. These
predecessor businesses began broadcasting on their first television station in
1971 when construction of WBFF-TV in Baltimore was completed. Subsequently, the
predecessor businesses were expanded through the construction of stations in
additional markets and, in 1986, were acquired by the Company. The Company was
formed by certain stockholders, including the Company's current majority
stockholders, David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E.
Smith (collectively, the "Controlling Stockholders"), and their parents.

The Company is a Maryland corporation that was formed in 1986. The Company's
principal offices are located at 2000 West 41st Street, Baltimore, Maryland
21211, and its telephone number is (410) 467-5005.

<PAGE>
TELEVISION BROADCASTING PROPERTIES

The following table sets forth certain information regarding the television
stations owned and operated or provided programming services by the Company:

<TABLE>
<CAPTION>
MARKET
MARKET RANK(a) STATIONS STATUS(b) CHANNEL AFFILIATION
- --------------------------------- -------- ---------- --------- --------- -------------
<S> <C> <C> <C> <C> <C>
Pittsburgh, Pennsylvania......... 19 WPGH O&O 53 FOX
WPTT LMA 22 UPN
St. Louis, Missouri.............. 20 KDNL LMA (d) 30 ABC
Sacramento, California........... 21 KOVR LMA (d) 13 CBS
Baltimore, Maryland.............. 23 WBFF O&O 45 FOX
WNUV LMA 54 UPN
Indianapolis, Indiana............ 25 WTTV LMA (d) 4 UPN
WTTK(c) LMA (d) 29 UPN
Cincinnati, Ohio................. 29 WSTR O&O 64 UPN
Raleigh-Durham, North Carolina .. 30 WLFL O&O 22 FOX
WRDC LMA 28 UPN
Milwaukee, Wisconsin............. 31 WCGV O&O 24 UPN
WVTV LMA 18 IND(g)
Kansas City, Missouri............ 32 KSMO O&O 62 UPN
Columbus, Ohio................... 34 WTTE O&O 28 FOX
Asheville, North Carolina and
Greenville/Spartanburg/Anderson,
South Carolina................... 35 WLOS LMA (d) 13 ABC
WFBC LMA (e) 40 IND(g)
San Antonio, Texas............... 37 KABB LMA (d) 29 FOX
KRRT LMA (f) 35 UPN
Norfolk, Virginia................ 40 WTVZ O&O 33 FOX
Oklahoma City, Oklahoma.......... 43 KOCB O&O 34 UPN
Birmingham, Alabama.............. 51 WTTO O&O 21 IND(g)
WABM LMA 68 UPN
Flint/Saginaw/Bay City,Michigan.. 60 WSMH O&O 66 FOX
Lexington, Kentucky.............. 68 WDKY O&O 56 FOX
Des Moines, Iowa................. 72 KDSM LMA (d) 17 FOX
Peoria/Bloomington, Illinois .... 109 WYZZ O&O 43 FOX
Tuscaloosa, Alabama.............. 187 WDBB LMA 17 IND(g)
</TABLE>
- ----------
(a) Rankings are based on the relative size of a station's DMA among the 211
generally recognized DMAs in the United States as estimated by Nielsen.

(b) "O&O" refers to stations owned and operated by the Company and "LMA" refers
to stations to which the Company provides programming services pursuant to
an LMA.

(d) Non-License Assets acquired from River City and option exercised to acquire
License Assets. Will become owned and operated upon FCC approval of
transfer of License Assets and closing of acquisition of License Assets.

(e) Non-License Assets acquired from River City. License Assets to be
transferred to Glencairn, subject to the Company's LMA, upon FCC approval
of transfer of License Assets.

(f) River City provided programming to this station pursuant to an LMA. The
Company acquired River City's rights under the LMA from River City and the
Non-License Assets from the owner of this station. The License Assets are
to be acquired by Glencairn, subject to the Company's LMA, upon FCC
approval of transfer of License Assets.

(g) "IND" or "Independent" refers to a station that is not affiliated with any
of ABC, CBS, NBC, Fox, UPN or Warner Brothers.

<PAGE>
THE OFFERING

CLASS A COMMON STOCK OFFERED.... 5,564,253 shares(a)

COMMON STOCK OUTSTANDING........
AFTER THE OFFERING 12,196,653 shares of Class A Common Stock(b)
28,117,581 shares of Class B Common Stock
----------
40,314,234 total shares of Common Stock

USE OF PROCEEDS................. The Company will not receive any proceeds from
the sale of the shares offered hereby.

VOTING RIGHTS................... The holders of the Class A Common Stock, the
Class B Common Stock and the Series B Preferred
Stock vote together as a single class (except
as may be otherwise required by Maryland law)
on all matters submitted to a vote of
stockholders, with each share of Class A Common
Stock entitled to one vote, each share of Class
B Common Stock entitled to one vote on "going
private" and certain other transactions and to
ten votes on other matters and each share of
Series B Preferred Stock entitled to 3.64 votes
(subject to adjustments). Each share of Class B
Common Stock converts automatically into one
share of Class A Common Stock upon the sale or
other transfer of such share of Class B Common
Stock to a person or entity other than a
Permitted Transferee (as defined herein). Each
share of Series B Preferred Stock may be
converted at any time, at the option of the
holder, into 3.64 shares of Class A Common
Stock (subject to adjustments). Each class of
Common Stock otherwise has identical rights.
Approximately 95.8% of the total voting power
of the capital stock of the Company will be
owned by the Controlling Stockholders assuming
sale of all the shares covered by this
Prospectus. See "Risk Factors -- Voting Rights;
Control by Controlling Stockholders; Potential
Anti-Takeover Effect of Disproportionate Voting
Rights."

NASDAQ NATIONAL MARKET SYSTEM
SYMBOL ....................... SBGI

DIVIDEND POLICY................ The Company generally has not paid a dividend
on its Common Stock and does not expect to pay
cash dividends in the foreseeable future. The
Company's ability to pay cash dividends in the
future is subject to limitations and
prohibitions contained in certain debt
instruments to which the Company is a party.
- ----------

(a) This amount includes 4,181,818 shares of Class A Common Stock issuable upon
conversion of Series B Preferred Stock and 1,382,435 shares of Class A
Common Stock issuable upon exercise of options held by Barry Baker. See
"Management -- Employment Agreements."

(b) This amount includes 6,632,400 shares currently issued and outstanding and
the 5,564,253 shares registered by the registration statement of which this
Prospectus is a part. This amount also excludes 1,259,238 shares of Class A
Common Stock reserved for issuance pursuant to the Company's Incentive
Stock Option Plan, the Company's Designated Participants Stock Option Plan
and the Company's Long Term Incentive Plan.

7
<PAGE>
SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA
SINCLAIR BROADCAST GROUP, INC.
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

The summary historical consolidated financial data for the years ended
December 31, 1991, 1992, 1993, 1994 and 1995 have been derived from the
Company's audited consolidated financial statements (the "Consolidated Financial
Statements"). The Consolidated Financial Statements for the years ended December
31, 1993, 1994 and 1995 and for the six months ended June 30, 1995 and 1996 are
incorporated herein by reference. The Consolidated Financial Statements for, and
as of, the six months ended June 30, 1995 and 1996 are unaudited, but in the
opinion of management, such financial statements have been prepared on the same
basis as the Consolidated Financial Statements incorporated herein by reference
and include all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the financial position and results of
operations for that period. Results for the six months ended June 30, 1996 are
not necessarily indicative of the results for a full year. The summary pro forma
consolidated financial data of the Company reflect the Recent Acquisitions as
though they occurred at the beginning of the periods presented for statement of
operations data and as of the date of the balance sheet for balance sheet data
and are derived from the pro forma consolidated financial statements of the
Company included elsewhere in this Prospectus. See "Pro Forma Consolidated
Financial Information."

The information below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this Prospectus and the Consolidated Financial Statements
incorporated herein by reference.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
PRO FORMA
1991(a) 1992 1993 1994(a) 1995(a) 1995(b)
---------- ---------- ---------- ---------- ----------- ------------
(UNAUDITED)
STATEMENT OF OPERATIONS DATA:
<S> <C> <C> <C> <C> <C> <C>

Net broadcast revenues(c).......... $39,698 $61,081 $69,532 $118,611 $187,934 $406,411
Barter revenues.................... 5,660 8,805 6,892 10,743 18,200 24,351
---------- ---------- ---------- ---------- ---------- ---------
Total revenues.................... 45,358 69,886 76,424 129,354 206,134 430,762
Operating expenses, excluding
depreciation and amortization,
deferred compensation and special
bonuses paid to executive
officers.......................... 25,187 32,993 32,197 50,467 80,446 195,831
Depreciation and amortization(d) .. 18,078 30,943 22,584 55,665 80,410 169,954
Deferred compensation.............. -- -- -- -- -- 934
Special bonuses paid to executive
officers.......................... -- -- 10,000 3,638 -- --
---------- ---------- ---------- ---------- ---------- ----------
Broadcast operating income......... 2,093 5,950 11,643 19,584 45,278 64,043
Interest expense................... 8,895 12,997 12,852 25,418 39,253 122,489
Interest and other income.......... 562 1,207 2,131 2,447 4,163 3,374
---------- ---------- ---------- ---------- ---------- -----------
Income (loss) before (provision)
benefit for income taxes and
extraordinary item................ (6,240) (5,840) 922 (3,387) 10,188 (55,072)
---------- ---------- ---------- ---------- ---------- -----------
Net income (loss).................. $(4,660) $(4,651) $(7,945) $ (2,740) $ 76 $(39,257)
========== ========== ========== ========== ========== ===========
Income (loss) applicable to common
stock............................. $(4,660) $(4,651) $(7,945) $ (2,740) $ 76 $(39,257)
========== ========== ========== ========== ========== ===========
Earnings (loss) per common share:
Net income (loss) before
extraordinary item............... $ (0.16) $ (0.16) $ (0.27) $ (0.09) $ 0.15 $ (0.94)
Extraordinary item................ -- -- -- -- (0.15) (0.14)
Net income (loss) per common
share............................ $ (0.16) $ (0.16) $ (0.27) $ (0.09) $ -- $ (1.08)
========== ========== ========== ========== ========== ===========
Weighted average shares out-
standing (in thousands).......... 29,000 29,000 29,000 29,000 32,198 36,380
========== ========== ========== ========== ========== ===========
OTHER DATA:
Broadcast cash flow(e)............. $17,260 $28,019 $37,596 $ 67,597 $111,124 $201,290
Broadcast cash flow margin(f) ..... 43.5% 45.9% 54.1% 57.0% 59.1% 49.5%
Operating cash flow(g) ............ $15,483 $26,466 $35,504 $ 64,625 $105,750 $190,634
Operating cash flow margin(f)...... 39.0% 43.3% 51.1% 54.5% 56.3% 46.9%
After tax cash flow(h)............. $ 8,730 $15,865 $23,823 $ 42,301 $ 65,460 $ 92,246
After tax cash flow per share(i)... $ 0.30 $ 0.55 $ 0.82 $ 1.46 $ 2.03 $ 2.54
Program contract payments.......... $ 4,688 $10,427 $ 8,723 $ 14,262 $ 19,938 $ 44,297
Capital expenditures............... 1,730 426 528 2,352 1,702 13,810
Corporate overhead expense......... 1,777 1,553 2,092 2,972 5,374 10,656

</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

SIX MONTHS ENDED
JUNE 30,
PRO FORMA
1995(a) 1996(a) 1996(b)
(UNAUDITED)

STATEMENT OF OPERATIONS DATA:
Net broadcast revenues(c) $88,724 $117,339 $214,877
Barter revenues 8,150 9,571 13,607
------- -------- --------
Total revenues.................... 96,874 126,910 228,484
Operating expenses, excluding
depreciation and amortization,
deferred compensation and special
bonuses paid to executive
officers.......................... 38,731 52,826 112,251
Depreciation and amortization(d) .. 38,801 45,493 77,617
Deferred compensation.............. -- 506 700
Special bonuses paid to executive
officers.......................... -- -- --
---------- ---------- ----------
Broadcast operating income......... 19,342 28,085 37,916
Interest expense................... 19,655 27,646 59,814
Interest and other income.......... 1,282 3,172 1,619
--------- ---------- ---------
Income (loss) before (provision)
benefit for income taxes and
extraordinary item................ 969 3,611 (20,279)
--------- ---------- ---------
Net income (loss).................. $ 507 $ 1,511 $(12,823)
========= ========== =========
Income (loss) applicable to common
stock............................. $ 507 $ 1,511 $(12,823)
========= ========== =========
Earnings (loss) per common share:
Net income (loss) before
extraordinary item............... $ 0.02 $ 0.04 $ (0.33)
Extraordinary item................ -- -- --
Net income (loss) per common
share............................ $ 0.02 $ 0.04 $ (0.33)
========= ========== =========
Weighted average shares out-
standing (in thousands).......... 29,575 34,750 38,932
========= ========== =========
OTHER DATA:
Broadcast cash flow(e)............. $50,471 $ 65,079 $ 96,351
Broadcast cash flow margin(f) ..... 56.9% 55.5% 44.8%
Operating cash flow(g) ............ $48,285 $ 62,013 $ 90,480
Operating cash flow margin(f)...... 54.4% 52.8% 42.1%
After tax cash flow(h)............. $29,450 $ 35,439 $ 39,741
After tax cash flow per share(i)... $ 1.00 $ 1.02 $ 1.02
Program contract payments.......... $ 9,858 $ 12,071 $ 25,753
Capital expenditures............... 1,359 2,114 3,474
Corporate overhead expense......... 2,186 3,066 5,871

(Continued on following page)

8
<PAGE>
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
---------------------------------------------------
1991(a) 1992 1993 1994(a) 1995(a)
--------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents.......... $ 1,380 $ 1,823 $ 18,036 $ 2,446 $112,450
Total assets....................... 149,227 140,366 242,917 399,328 605,272
Total debt(j)...................... 112,303 110,659 224,646 346,270 418,171
Total stockholders' equity
(deficit)......................... (3,052) (3,127) (11,024) (13,723) 96,374
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

AS OF JUNE 30, 1996
----------------------------
PRO
ACTUAL(a) FORMA(b)
----------- ------------
(UNAUDITED)
BALANCE SHEET DATA:
Cash and cash equivalents.......... $ 4,196 $ 4,488
Total assets....................... 1,626,978 1,675,254
Total debt(j)...................... 1,246,456 1,284,956
Total stockholders' equity
(deficit)......................... 247,386 247,386

NOTES TO SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

(a) The Company acquired the License and Non-License Assets of WPGH in
Pittsburgh and sold the License Assets of WPTT in Pittsburgh in August
1991. The Company also made other acquisitions in 1994, 1995 and 1996 as
described in the footnotes to the Consolidated Financial Statements
incorporated herein by reference. The Statement of Operations and other
data presented for periods preceding the dates of acquisitions do not
include amounts for these acquisitions and therefore are not comparable to
subsequent periods. Additionally, the years in which the specific
acquisitions occurred may not be comparable to subsequent periods.

(b) The pro forma information in this table reflects the pro forma effect of
the Recent Acquisitions. See "Pro Forma Consolidated Financial Information"
included elsewhere herein.

(d) Depreciation and amortization includes amortization of program contract
costs and net realizable value adjustments, depreciation and amortization
of property and equipment, and amortization of acquired intangible
broadcasting assets and other assets including amortization of deferred
financing costs.

(e) "Broadcast cash flow" is defined as broadcast operating income plus
corporate overhead expense, special bonuses paid to executive officers,
non-cash deferred compensation, depreciation and amortization, including
both tangible and intangible assets and program rights, less cash payments
for program contract rights. Cash program payments represent cash payments
made for current program payables and do not necessarily correspond to
program usage. Special bonuses paid to executive officers are considered
non-recurring expenses. The Company has presented broadcast cash flow data,
which the Company believes are comparable to the data provided by other
companies in the industry, because such data are commonly used as a measure
of performance for broadcast companies. However, broadcast cash flow does
not purport to represent cash provided by operating activities as reflected
in the Company's consolidated statements of cash flows, is not a measure of
financial performance under generally accepted accounting principles and
should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with generally accepted accounting
principles.

(f) "Broadcast cash flow margin" is defined as broadcast cash flow divided by
net broadcast revenues. "Operating cash flow margin" is defined as
operating cash flow divided by net broadcast revenues.

(g) "Operating cash flow" is defined as broadcast cash flow less corporate
overhead expense and is a commonly used measure of performance for
broadcast companies. Operating cash flows does not purport to represent
cash provided by operating activities as reflected in the Company's
consolidated statements of cash flow, is not a measure of financial
performance under generally accepted accounting principles and should not
be considered in isolation or as a substitute for measures of performance
prepared in accordance with generally accepted accounting principles.

expense and special bonuses paid to executive officers. After tax cash
flow is presented here not as a measure of operating results and does not
purport to represent cash provided by operating activities. After tax cash
flow should not be considered in isolation or as a substitute for measures
of performance prepared in accordance with generally accepted accounting
principles.

(i) "After tax cash flow per share" is defined as after tax cash flow divided
by weighted average shares outstanding.

(j) "Total debt" is defined as long-term debt, net of unamortized discount, and
capital lease obligations, including current portion thereof. In 1991 and
1992 total debt included warrants outstanding which were redeemable outside
the control of the Company. The warrants were purchased by the Company for
$10.4 million in 1993. Total debt as of December 31, 1993 included $100.0
million in principal amount of the 1993 Notes (as defined) the proceeds of
which were held in escrow to provide a source of financing for acquisitions
that were subsequently consummated in 1994 utilizing borrowings under the
Bank Credit Agreement. This amount of the 1993 Notes was redeemed in the
first quarter of 1994.

9
<PAGE>
RISK FACTORS

In addition to the other information contained in this Prospectus,
prospective investors should review carefully the following risks concerning the
Company and the broadcast industry before purchasing shares of Class A Common
Stock in the Company.

SUBSTANTIAL LEVERAGE AND PREFERRED STOCK OUTSTANDING

The Company has consolidated indebtedness that is substantial in relation to
its total stockholders' equity. As of June 30, 1996, on a pro forma basis, the
Company had outstanding long-term indebtedness (including current installments)
of approximately $1.1 billion. See "Pro Forma Consolidated Financial
Information." The Company also has issued and outstanding 1,150,000 shares of
Series B Preferred Stock (which shares are convertible into 4,181,818 of the
shares of Class A Common Stock registered hereby) with an aggregate liquidation
preference of $115.0 million. The Company also has significant program contracts
payable and commitments for future programming. Moreover, subject to the
restrictions contained in its debt instruments, the Company may incur additional
debt in the future.

The Company's current and future debt service obligations could have adverse
consequences to holders of the Common Stock, including the following: (i) the
Company's ability to obtain financing for future working capital needs or
additional acquisitions or other purposes may be limited; (ii) a substantial
portion of the Company's cash flow from operations will be dedicated to the
payment of principal and interest on its indebtedness and preferred stock
dividends, thereby reducing funds available for operations; (iii) the Company
may be vulnerable to changes in interest rates payable under its credit
facility; and (iv) the Company may be more vulnerable to adverse economic
conditions than less leveraged competitors and, thus, may be limited in its
ability to withstand competitive pressures. If the Company is unable to service
or refinance its indebtedness, it may be required to sell one or more of its
stations to reduce debt service obligations.

RESTRICTIONS IMPOSED BY TERMS OF INDEBTEDNESS

The indenture relating to the Company's 10% Senior Subordinated Notes due
2003 (the "1993 Notes") and the indenture (together, the "Indentures") relating
to the Company's 10% Senior Subordinated Notes due 2005 (the "1995 Notes" and,
with the 1993 Notes, the "Notes") restrict, among other things, the Company's
and its Subsidiaries' ability to (i) incur additional indebtedness, (ii) pay
dividends, make certain other restricted payments or consummate certain asset
sales, (iii) enter into certain transactions with affiliates, (iv) incur
indebtedness that is subordinate in priority and in right of payment to any
senior debt and senior in right of payment to the Notes, (v) merge or
consolidate with any other person, or (vi) sell, assign, transfer, lease,
convey, or otherwise dispose of all or substantially all of the assets of the
Company. In addition, the agreement governing the Company's bank credit facility
with The Chase Manhattan Bank, N.A., as Agent, (the "Bank Credit Agreement")
contains certain other and more restrictive covenants, including a limitation on
the aggregate size of future acquisitions undertaken without lender consent, a
requirement that certain conditions be satisfied prior to consummation of future
acquisitions, and a limitation on the amount of capital expenditures permitted
by the Company in future years without lender consent. The Bank Credit Agreement
also will, under certain circumstances, prohibit the Company from prepaying
certain portions of its indebtedness. The Bank Credit Agreement also requires
the Company to maintain specific financial ratios and to satisfy certain
financial condition tests. The Company's ability to meet these financial ratios
and financial condition tests can be affected by events beyond its control, and
there can be no assurance that the Company will meet those tests. The breach of
any of these covenants could result in a default under the Bank Credit Agreement
and/or the Indentures. In the event of a default under the Bank Credit Agreement
or the Indentures, the lenders and the noteholders could seek to declare all
amounts outstanding under the Bank Credit Agreement and the Notes, together with
accrued and unpaid interest, to be immediately due and payable. If the Company
were unable to repay those amounts, the lenders under the Bank Credit Agreement
could proceed against the collateral granted to them to secure that
indebtedness. If the indebtedness under the Bank Credit Agreement or the Notes
were to be accelerated, there can be no assurance that the assets of the Company
would be sufficient to repay in full that indebtedness and the other indebt-

10
<PAGE>
edness of the Company. Substantially all of the assets of the Company and its
Subsidiaries are pledged as security under the Bank Credit Agreement. The
Sudsidiaries also guarantee the indebtedness under the Bank Credit Agreement and
the Indentures.

In addition to a pledge of substantially all of the assets of the Company and
its Subsidiaries, the Company's obligations under the Bank Credit Agreement are
secured by a pledge of the assets of certain non-Company entities (the
"Stockholder Affiliates") owned and controlled by the Controlling Stockholders,
including Cunningham Communications, Inc. ("CCI"), Gerstell Development
Corporation ("Gerstell"), Gerstell Development Limited Partnership ("Gerstell
LP") and Keyser Investment Group, Inc. ("KIG"). If the Company were to seek to
replace the Bank Credit Agreement, there can be no assurance that the assets of
these Stockholder Affiliates would be available to provide additional security
under a new credit agreement, or that a new credit agreement could be arranged
on terms as favorable as the terms of the Bank Credit Agreement without a pledge
of such Stockholder Affiliate assets.

CONFLICTS OF INTEREST

In addition to their respective interests in the Company, the Controlling
Stockholders have interests in various non-Company entities which are involved
in businesses related to the business of the Company, including, among others,
the operation of a television station in St. Petersburg, Florida since 1991 and
a television station in Bloomington, Indiana since 1990. In addition, the
Company leases certain real property and tower space from and engages in other
transactions with the Stockholder Affiliates, which are controlled by the
Controlling Stockholders. Although the Controlling Stockholders have agreed to
divest interests in the Bloomington station that are attributable to them under
applicable FCC regulations, the Controlling Stockholders and the Stockholder
Affiliates may continue to engage in these already existing businesses. However,
under Maryland law, generally a corporate insider is precluded from acting on a
business opportunity in his or her individual capacity if that opportunity is
one which the corporation is financially able to undertake, is in the line of
the corporation's business and of practical advantage to the corporation, and is
one in which the corporation has an interest or reasonable expectancy.
Accordingly, the Controlling Stockholders generally are required to engage in
new business opportunities of the Company only through the Company unless a
majority of the Company's disinterested directors decide under the standards
discussed above, that it is not in the best interests of the Company to pursue
such opportunities. Non-Company activities of the Controlling Stockholders such
as those described above could, however, present conflicts of interest with the
Company in the allocation of management time and resources of the Controlling
Stockholders, a substantial majority of which is currently devoted to the
business of the Company.

In addition, there have been and will be transactions between the Company and
Glencairn Ltd. (with its subsidiaries, "Glencairn"), a corporation in which
relatives of the Controlling Stockholders beneficially own a majority of the
equity interests. Glencairn is the owner-operator and licensee of WRDC in
Raleigh/Durham, WVTV in Milwaukee, WNUV in Baltimore and WABM in Birmingham. The
Company currently provides programming services to each of these stations
pursuant to an LMA. Glencairn also has exercised an option to acquire the
License Assets of WFBC in Greenville/Spartanburg, South Carolina and has entered
into an agreement with a third party to acquire the License Assets of KRRT in
San Antonio, Texas from a third party. The Company intends to enter into LMAs
with Glencairn after its acquisitions of the stations. The Non-License Assets of
WFBC and KRRT were acquired by the Company in the River City Acquisition, and
the Company currently provides programming services to each station pursuant to
an LMA. The Company has also agreed to sell the License Assets relating to WTTE
in Columbus, Ohio to Glencairn and to enter into an LMA with Glencairn pursuant
to which the Company will provide programming services for this station after
the acquisition of the License Assets by Glencairn. See "Business -- Acquisition
Strategy."

Two persons who are expected to become directors of the Company, Barry Baker
(who is also expected to become an executive officer of the Company) and Roy F.
Coppedge, III, have direct and indirect interests in River City, from which the
Company purchased certain assets in the River City Acquisition. In addition, in
connection with the River City Acquisition, the Company has entered into various
ongoing agreements with River City, including options to acquire assets that
were not acquired

11
<PAGE>
at the time of the initial closing, and LMAs relating to stations for which
River City continues to own License Assets. See "Business--Broadcasting
Acquisition Strategy." Messrs. Baker and Coppedge were not officers or directors
of the Company at the time these agreements were entered into, but, upon their
expected election to the Board of Directors of the Company and upon Mr. Baker's
expected appointment as an executive officer of the Company, they may have
conflicts of interest with respect to issues that arise under the continuing
agreements.

Both the Bank Credit Agreement and the Indentures provide that transactions
between the Company and its affiliates must be no less favorable to the Company
than would be available in comparable transactions in arms-length dealings with
an unrelated third party. Moreover, the Indentures provide that any such
transactions involving aggregate payments in excess of $1.0 million must be
approved by a majority of the members of the Board of Directors of the Company
and the Company's independent directors (or, in the event there is only one
independent director, by such director), and, in the case of any such
transactions involving aggregate payments in excess of $5.0 million, the Company
is required to obtain an opinion as to the fairness of the transaction to the
Company from a financial point of view issued by an investment banking or
appraisal firm of national standing.

VOTING RIGHTS; CONTROL BY CONTROLLING STOCKHOLDERS;
POTENTIAL ANTI-TAKEOVER EFFECT OF DISPROPORTIONATE VOTING RIGHTS

The Company's Common Stock has been divided into two classes, each with
different voting rights. The Class A Common Stock entitles a holder to one vote
per share on all matters submitted to a vote of the stockholders, whereas the
Class B Common Stock, 100% of which is beneficially owned by the Controlling
Stockholders, entitles a holder to ten votes per share, except for "going
private" and certain other transactions for which the holder is entitled to one
vote per share. The Class A Common Stock, the Class B Common Stock and the
Series B Preferred Stock vote together as a single class (except as otherwise
may be required by Maryland law) on all matters submitted to a vote of
stockholders, with each share of Series B Preferred Stock entitled to 3.64 votes
on all such matters. Holders of Class B Common Stock may at any time convert
their shares into the same number of shares of Class A Common Stock and holders
of Series B Preferred Stock may at any time convert each share of Series B
Preferred Stock into 3.64 shares of Class A Common Stock.

The Controlling Stockholders own in the aggregate 72.3% of the outstanding
capital stock (including the Series B Preferred Stock) of the Company and
control approximately 96.3% of all voting rights associated with the Company's
capital stock prior to the Offering. As a result, any three of the Controlling
Stockholders are able to elect a majority of the members of the Board of
Directors and, thus, will have the ability to maintain control over the
operations and business of the Company.

The Controlling Stockholders have entered into a stockholders' agreement (the
"Stockholders' Agreement") pursuant to which they have agreed, for a period
ending in 2005, to vote for each other as candidates for election to the Board
of Directors. In addition, in connection with the River City Acquisition, the
Controlling Stockholders and Barry Baker and Boston Ventures Limited Partnership
IV and Boston Ventures Limited Partnership IVA (collectively, "Boston Ventures")
have entered into a voting agreement (the "Voting Agreement") pursuant to which
the Controlling Stockholders have agreed to vote in favor of certain specified
matters including, but not limited to, the appointment of Mr. Baker and Mr.
Coppedge (or another designee of Boston Ventures) to the Company's Board of
Directors at such time as they are allowed to become directors pursuant to FCC
rules. Mr. Baker and Boston Ventures, in turn, have agreed to vote in favor of
the reappointment of each of the Controlling Stockholders to the Company's Board
of Directors. The Voting Agreement will remain in effect with respect to Mr.
Baker for as long as he is a director of the Company and will remain in effect
with respect to Mr. Coppedge (or another designee of Boston Ventures) until the
first to occur of (a) the later of (i) May 31, 2001 and (ii) the expiration of
the initial five-year term of Mr. Baker's employment agreement and (b) such time
as Boston Ventures no longer owns directly or indirectly through its interest in
River City at least 721,115 shares of Class A Common Stock (including shares
that may be obtained on conversion of Series B Preferred Stock). See "Management
- -- Employment Agreements."

12
<PAGE>

The disproportionate voting rights of the Class B Common Stock relative to
the Class A Common Stock and the Stockholders' Agreement and Voting Agreement
may make the Company a less attractive target for a takeover than it otherwise
might be or render more difficult or discourage a merger proposal, tender offer
or other transaction involving an actual or potential change of control of the
Company, including transactions in which holders of the Class A Common Stock
might otherwise receive a premium for their shares over then-current market
prices. See "Description of Capital Stock."

In certain of its LMAs, the Company has agreed to indemnify the FCC licensee
against certain claims (including trademark and copyright infringement, libel or
slander and claims relating to certain FCC proceedings or investigations) that
may arise against the FCC licensee as a result of the arrangement.

DEPENDENCE UPON KEY PERSONNEL

The Company believes that its success will continue to be dependent upon its
ability to attract and retain skilled managers and other personnel, including
its present officers, regional directors and general managers. The loss of the
services of any of the present officers, especially its President and Chief
Executive Officer, David D. Smith, or Barry Baker, who is expected to become
President and Chief Executive Officer of Sinclair Communications, Inc. (a wholly
owned subsidiary of the Company that holds all of the broadcast operations of
the Company, "SCI") and Executive Vice President and a director of the Company
as soon as permissible under FCC rules, may have a material adverse effect on
the operations of the Company. Mr. Baker cannot be appointed an executive
officer or director of the Company until such time as (i) either the Controlling
Stockholders dispose of their attributable interests (as defined by applicable
FCC rules) in a television station in the Indianapolis DMA or Mr. Baker no
longer has an attributable interest in WTTV or WTTK in Indianapolis; and (ii)
either the Company disposes of its attributable interest in WTTE or Mr. Baker no
longer has an attributable interest in WSYX in Columbus. There can be no
assurance as to when or whether these events will occur. In addition, if Mr.
Baker's employment agreement is terminated under certain specified
circumstances, Mr. Baker will have the right to purchase from the Company at
fair market value either (i) the Company's broadcast operations in the St. Louis
or the Asheville/Greenville/Spartanburg market or (ii) all of the Company's
radio operations, which may also have a material adverse effect on the
operations of the Company. Each of the Controlling Stockholders has entered into
an employment agreement with the Company, each of which terminates June 12,
1998, unless renewed for an additional one year period according to its terms,
and Barry Baker has entered into an employment agreement that terminates in
2001. See "Management -- Employment Agreements." Although the Company intends to
purchase key-man life insurance for Mr. Baker, the Company does not currently
maintain key personnel life insurance on any of its executive officers.

RECENT RAPID GROWTH; ABILITY TO MANAGE GROWTH; FUTURE ACCESS TO CAPITAL

Since the beginning of 1992, the Company has experienced rapid and
substantial growth primarily through acquisitions and the development of LMA
arrangements. In 1996, the Company completed the River City Acquisition and
other acquisitions, which increased the number of television stations owned or
provided programming services by the Company from 13 to 28 and increased the
number of radio stations owned or provided programming or sales services from
none to 25 radio stations. There can be no assurance that the Company will be
able to continue to locate and complete acquisitions on the scale of the River
City Acquisition or in general. Accordingly, there is no assurance that the
Company will be able to maintain its rate of growth or that the Company will
continue to be able to integrate and successfully manage such expanded
operations. Inherent in any future acquisitions are certain risks such as
increasing leverage and debt service requirements and combining company cultures
and facilities which could have a material adverse effect on the Company's
operating results, particularly during the period immediately following such
acquisitions. Additional debt or capital may be required in order to complete
future acquisitions, and there can be no assurance the Company will be able to
obtain such financing or raise the required capital.

DEPENDENCE ON ADVERTISING REVENUES; EFFECT OF LOCAL, REGIONAL AND NATIONAL
ECONOMIC CONDITIONS

The Company's operating results are primarily dependent on advertising
revenues which, in turn, depend on national and local economic conditions, the
relative popularity of the Company's program-

<PAGE>
ming, the demographic characteristics of the Company's markets, the activities
of competitors and other factors which are outside the Company's control. Both
the television and radio industries are cyclical in nature, and the Company's
revenues could be adversely affected by a future local, regional or national
recessionary environment.

RELIANCE ON TELEVISION PROGRAMMING

The Company's most significant operating cost is television programming.
There can be no assurance that the Company will not be exposed in the future to
increased programming costs which may adversely affect the Company's operating
results. Acquisitions of program rights are usually made two or three years in
advance and may require multi-year commitments, making it difficult to
accurately predict how a program will perform. In some instances, programs must
be replaced before their costs have been fully amortized, resulting in
write-offs that increase station operating costs.

CERTAIN NETWORK AFFILIATION AGREEMENTS

All but four of the television stations owned or provided programming
services by the Company are affiliated with a network. Under the affiliation
agreements, the networks possess, under certain circumstances, the right to
terminate the agreement on prior written notice ranging between 15 and 45 days,
depending on the agreement. Ten of the stations currently owned or programmed by
the Company are affiliated with Fox and 41.0% of the Company's revenue in 1995
on a pro forma basis was from Fox affiliated stations. WCGV, a station owned by
the Company in Milwaukee, Wisconsin, WTTO, a station owned by the Company in
Birmingham, Alabama, and WDBB, a station to which the Company provides
programming services in Tuscaloosa, Alabama, each of which was previously
affiliated with Fox, had their affiliation agreements with Fox terminated by Fox
in December 1994, September 1996 and September 1996, respectively. In addition,
the Company has been notified by Fox of Fox's intention to terminate WLFL's
affiliation with Fox in the Raleigh-Durham market and WTVZ's affiliation with
Fox in the Norfolk market, effective August 31, 1998. The Company has recently
entered into an agreement with Fox limiting Fox's rights to terminate
affiliation agreements in other markets, but there can be no assurance that the
Fox affiliation agreements will remain in place or that Fox will continue to
provide programming to affiliates on the same basis that currently exists. See
"Business -- Television Broadcasting." The non-renewal or termination of
affiliations with Fox or any other network could have a material adverse effect
on the Company's operations.

Each of the affiliation agreements relating to television stations involved
in the River City Acquisition is terminable by the network upon transfer of the
stations. These stations are continuing to operate as network affiliates, but
there can be no assurance that the affiliation agreements will be continued, or
that they will be continued on terms favorable to the Company. If any
affiliation agreements are terminated, the affected station could lose market
share, may have difficulty obtaining alternative programming at an acceptable
cost, and may otherwise be adversely affected. In addition, KDNL (St. Louis) has
been operated as an ABC affiliate pursuant to terms negotiated with ABC, but no
affiliation agreement has been signed and ABC has not been paying affiliation
fees (which are being accrued by the Company as accounts receivable). WLOS
(Asheville) is being operated as an ABC affiliate pursuant to an affiliation
agreement previously assumed by River City, but the terms of a new affiliation
agreement calling for higher affiliation fees have been negotiated. The new
affiliation agreement for WLOS has not been signed, and ABC has not paid the
increased affiliation fees, which the Company has accrued as a receivable. The
Company will continue to monitor the status of these affiliations, the
affiliation fees and their collectibility, and determine if any portion of these
amounts should be reserved or written off.

Eleven stations owned or programmed by the Company are affiliated with UPN, a
network that began broadcasting in January 1995. There can be no assurance as to
the future success of UPN programming or as to the continued operation of the
UPN network.

COMPETITION

The television and radio industries are highly competitive. Some of the
stations and other businesses with which the Company's stations compete are
subsidiaries of large, national or regional companies that may have greater
resources than the Company. Technological innovation and the resulting

<PAGE>
proliferation of programming alternatives, such as cable television, wireless
cable, in home satellite-to-home distribution services, pay-per-view and home
video and entertainment systems have fractionalized television viewing audiences
and have subjected free over-the-air television broadcast stations to new types
of competition. The radio broadcasting industry is also subject to competition
from new media technologies that are being developed or introduced, such as the
delivery of audio programming by cable television systems and by digital audio
broadcasting ("DAB"). DAB may provide a medium for the delivery by satellite or
terrestrial means of multiple new audio programming formats to local and
national audiences.

The Company's stations face strong competition for market share and
advertising revenues in their respective markets from other local free
over-the-air radio and television broadcast stations, cable television, and
over-the-air wireless cable television, as well as newspapers, periodicals and
other entertainment media. Some competitors are part of larger companies with
greater resources than the Company. In addition, the FCC has adopted rules which
permit telephone companies to provide video services to homes on a
common-carrier basis without owning or controlling the product being
distributed, and proposed legislation could relax or repeal the telephone-cable
cross-ownership prohibition for all systems. See "Business -- Competition."

In January 1995, Warner Brothers, Inc. ("Warner Brothers") initiated the WB
Network. The amount of programming supplied by Warner Brothers to its affiliates
in 1996 is seven hours per week. Warner Brothers has also announced its
intention to expand this programming over time to seven nights per week. Some of
the Warner Brothers' affiliates are located and will be located in the same
markets as the Company's stations. The Company cannot at this time predict the
impact of the development of the Warner Brothers' network on the Company's
business.

In February 1996, the 1996 Act was adopted by the Congress of the United
States and signed into law by President Clinton. The 1996 Act contains a number
of sweeping reforms that will have an impact on broadcasters, including the
Company. While creating substantial opportunities for the Company, the increased
regulatory flexibility imposed by the 1996 Act and the removal of previous
station ownership limitations can be expected to increase sharply the
competition for and prices of stations. The 1996 Act also frees telephone
companies, cable companies and others from some of the restrictions which have
previously precluded them from involvement in the provision of video services.
The 1996 Act may also have other effects on the competition the Company faces,
either in individual markets or in making acquisitions.

IMPACT OF NEW TECHNOLOGIES

The FCC has taken a number of steps to implement advanced (including
high-definition) television service ("ATV") in the United States. In particular,
the FCC has pending rulemaking proceedings which consider the adoption of a
digital television ("DTV") broadcast technical standard, and address the manner
in which broadcast licensees may use digital spectra, including the possible use
of the DTV frequencies for a wide variety of services such as high definition
television, multiple standard definition television programming, audio, data and
other types of communications. On August 14, 1996 the FCC proposed technical
criteria for the allotment of DTV frequencies and provided a draft Table of
Allotments. In this rulemaking, the FCC is attempting to provide DTV coverage
areas that are comparable to existing coverage areas.

Implementation of digital television will improve the technical quality of
television signals receivable by viewers. Under certain circumstances, however,
conversion to digital operation may reduce a station's geographical coverage
area or result in some increased interference. Implementation of digital
television will also impose substantial additional costs on television stations
because of the need to replace equipment and because some stations will need to
operate at higher utility costs. While the Company believes the FCC will
authorize DTV in the United States, the Company cannot predict when such
authorization might be given or the effect such authorization might have on the
Company's business.

Further advances in technology may also increase competition for household
audiences and advertisers. The video compression techniques now under
development for use with current cable television channels or direct broadcast
satellites which do not carry local television signals (some of which com-

<PAGE>
menced operation in 1994) are expected to reduce the bandwidth which is required
for television signal transmission. These compression techniques, as well as
other technological developments, are applicable to all video delivery systems,
including over-the-air broadcasting, and have the potential to provide vastly
expanded programming to highly targeted audiences. Reduction in the cost of
creating additional channel capacity could lower entry barriers for new channels
and encourage the development of increasingly specialized "niche" programming.
This ability to reach a very defined audience may alter the competitive dynamics
for advertising expenditures. The Company is unable to predict the effect that
technological changes will have on the broadcast television industry or the
future results of the Company's operations. See "Business -- Competition."

GOVERNMENTAL REGULATIONS; NECESSITY OF MAINTAINING FCC LICENSES

The broadcasting industry is subject to regulation by the FCC pursuant to the
Communications Act of 1934, as amended (the "Communications Act"). Approval by
the FCC is required for the issuance, renewal and assignment of station
operating licenses and the transfer of control of station licensees. In
particular, the Company's business will be dependent upon its continuing to hold
broadcast licenses from the FCC. While in the vast majority of cases such
licenses are renewed by the FCC, there can be no assurance that the Company's
licenses or the licenses owned by the owner-operators of the stations with which
the Company has LMAs will be renewed at their expiration dates. A number of
federal rules governing broadcasting have changed significantly in recent years
and additional changes may occur, particularly with respect to the rules
governing financial interests in syndication and cable operators must-carry
obligations. The Company cannot predict the effect these regulatory changes may
ultimately have on the Company's operations. Additional information regarding
governmental regulation is set forth under "Business--Federal Regulation of
Television and Radio Broadcasting."

MULTIPLE OWNERSHIP RULES AND EFFECT ON LMAS; CHALLENGES TO LMAs

On a national level, FCC rules and regulations generally prevent an entity or
individual from having an attributable interest in television stations that
reach in excess of 35% of all U.S. television households (for purposes of this
calculation, UHF stations are credited with only 50% of the television
households in their markets). The Company currently reaches approximately 9% of
U.S. television households using the FCC's method of calculation. On a local
level, the "duopoly" rules prohibit attributable interests in two or more
television stations with overlapping service areas. There are no national limits
on ownership of radio stations, but on a local level no entity or individual can
have an attributable interest in more than five to eight stations (depending on
the total number of stations in the market), with no more than three to five
stations (depending on the total allowed) broadcasting in the same band (AM
versus FM). There are limitations on the extent to which programming can be
simulcast through LMA arrangements, and LMA arrangements may be counted in
determining the number of stations that a single entity may control. FCC rules
also impose limitations on the ownership of a television and radio station in
the same market, though such cross-ownership is permitted on a limited basis in
larger markets. The Company has pending a waiver of the cross-ownership rules
with respect to ownership of a television station and radio stations in the St.
Louis market, and there can be no assurance that this waiver will be granted.

The FCC generally applies its ownership limits to "attributable" interests
held by an individual, corporation, partnership or other entity. In the case of
corporations holding broadcast licenses, the interests of officers, directors
and those who, directly or indirectly, have the right to vote 5% or more of the
corporation's voting stock (or 10% or more of such stock in the case of
insurance companies, certain regulated investment companies and bank trust
departments) are generally deemed to be attributable, as are positions as an
officer or director of a corporate parent of a broadcast licensee.

The FCC has initiated rulemaking proceedings to consider proposals to modify
its television ownership restrictions, including ones that may permit the
ownership, in some circumstances, of two television stations with overlapping
service areas. The FCC is also considering in these proceedings whether to adopt
restrictions on television LMAs. The "duopoly" rules currently prevent the
Company from acquiring the FCC licenses of stations with which it has LMAs in
those markets where the Company owns a station. In addition, if the FCC were to
decide that the provider of programming services under an LMA should be treated
as the

<PAGE>
owner of the station and if it did not relax the duopoly rules, or if the FCC
were to adopt restrictions on LMAs without grandfathering existing arrangements,
the Company could be required to modify or terminate certain of its LMAs. In
such an event, the Company could be required to pay termination penalties under
certain of its LMAs. Further, if the FCC were to find that the owners/licensees
of the stations with which the Company has LMAs failed to maintain control over
their operations as required by FCC rules and policies, the licensee of the LMA
station and/or the Company could be fined or could be set for hearing, the
outcome of which could be a fine or, under certain circumstances, loss of the
applicable FCC license. The Company is unable to predict the ultimate outcome of
possible changes to these FCC rules and the impact such FCC rules may have on
its broadcasting operations.

Petitions have been filed with the FCC to deny the application for assignment
of the license for WFBC in Anderson, South Carolina from River City to Glencairn
and the application for assignment of the license for WLOS in Asheville, North
Carolina from River City to the Company. The Company currently provides
programming to WFBC pursuant to its LMA with River City and intends to provide
programming to WFBC pursuant to an LMA with Glencairn after acquisition of the
License Assets of WFBC by Glencairn. The petitions claim that the acquisition of
the license of WFBC by Glencairn would violate the FCC's cross-interest policy
in light of the Company's LMA with and option to acquire the License Assets of
WLOS in Asheville, North Carolina and in light of the equity interest in
Glencairn held by relatives of the Controlling Stockholders. If these petitions
were granted, it would affect the Company's competitive position in this market
and draw into question the regulatory treatment of the Company's LMAs with
Glencairn in other markets. In addition, informal objections have been made to
the application to assign the license of KRRT in Kerrville, Texas to Glencairn
and a petition has been filed to deny the application to assign the license of
KABB in San Antonio to the Company. Although the specific nature of the informal
objections against the KRRT application is unclear, the objections generally
raise questions concerning the cross-interest policy as it relates to LMAs
between Glencairn and Sinclair. The petition to deny the KABB application claims
that the acquisition of the license of KABB by the Company and the acquisition
of the license of KRRT by Glencairn would violate the FCC's cross-interest
policy in light of the Company's LMA with KRRT and in light of the equity
interest in Glencairn held by relatives of the Controlling Stockholders.

LMAs -- RIGHTS OF PREEMPTION AND TERMINATION

All of the Company's LMAs allow, in accordance with FCC rules, regulations
and policies, preemptions of the Company's programming by the owner-operator and
FCC licensee of each station with which the Company has an LMA. In addition,
each LMA provides that under certain limited circumstances the arrangement may
be terminated by the FCC licensee. Accordingly, the Company cannot be assured
that it will be able to air all of the programming expected to be aired on those
stations with which it has an LMA or that the Company will receive the
anticipated advertising revenue from the sale of advertising spots in such
programming. Although the Company believes that the terms and conditions of each
of its LMAs should enable the Company to air its programming and utilize the
programming and other non-broadcast license assets acquired for use on the LMA
stations, there can be no assurance that early terminations of the arrangements
or unanticipated preemptions of all or a significant portion of the programming
by the owner-operator and FCC licensee of such stations will not occur. An early
termination of one of the Company's LMAs, or repeated and material preemptions
of programming thereunder, could adversely affect the Company's operations. In
addition, the Company's LMAs expire, unless extended or earlier terminated, at
dates beginning on December 31, 1997. There can be no assurance that the Company
will be able to negotiate extensions of its arrangements on terms satisfactory
to the Company.

POTENTIAL EFFECT ON THE MARKET PRICE RESULTING FROM SHARES ELIGIBLE FOR
FUTURE SALE

There are 6,632,400 shares of Class A Common Stock and 28,117,581 shares of
Class B Common Stock currently outstanding. In addition, options to acquire
1,981,935 shares of Class A Common Stock have been granted to certain officers
or employees of the Company under the Company's various stock

<PAGE>

option plans. Of the options granted, options for 752,343 shares of Class A
Common Stock have vested as of the date of this Prospectus. Shares of Class B
Common Stock are convertible into Class A Common Stock on a share-for-share
basis at any time at the option of the holder and must first be converted into
Class A Common Stock upon transfer, except for transfers to certain permitted
transferees. The shares of Class B Common Stock (and the shares of Class A
Common Stock into which they are convertible), all of which are beneficially
owned by the Controlling Stockholders, are held by persons who may be deemed to
be affiliates of the Company and therefore subject to the volume limitations of
Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"). Up
to an additional 659,738 shares of Class A Common Stock are reserved for future
issuance pursuant to the Company's Stock Option Plans and Long Term Incentive
Plan. In addition, the 5,564,253 shares of Class A Common Stock registered
hereby are freely tradeable subject to any agreements the holders may enter into
to refrain from selling shares. Sales of substantial amounts of shares of Class
A Common Stock, or the perception that such sales could occur, may materially
adversely affect the market price of the Class A Common Stock.

NET LOSSES

The Company experienced net losses of $7.9 million and $2.7 million during
1993 and 1994 respectively, net income of $76,000 in 1995 (a net loss of $39.3
million on a pro forma basis for 1995 reflecting the Recent Acquisitions) and
net income of $1.5 million for the six months ended June 30, 1996 (a net loss of
$12.8 million for the six months ended June 30, 1996 on a pro forma basis
reflecting the Recent Acquisitions). The losses include significant interest
expense as well as substantial non-cash expenses such as depreciation,
amortization and deferred compensation. Notwithstanding the slight gain in 1995,
the Company expects to continue to experience net losses, principally as a
result of interest expense, amortization of programming and intangibles and
depreciation.

DIVIDEND RESTRICTIONS

The terms of the Company's Bank Credit Agreement, the Indentures and other
indebtedness of the Company restrict the Company from paying dividends on its
Common Stock. The Company does not expect to pay dividends on its Common Stock
in the foreseeable future. See "Dividend Policy."

FORWARD LOOKING STATEMENTS

This Prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act. Discussions containing such forward-looking
statements may be found in the material set forth under "Summary," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business," as well as within the Prospectus generally. In addition, when used
in this Prospectus, the words "intends to," "believes," "anticipates," "expects"
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to a number of risks and uncertainties. Actual
results in the future could differ materially and adversely from those described
in the forward-looking statements as a result of various important factors,
including the impact of changes in national and regional economies, successful
integration of acquired television and radio stations (including achievement of
synergies and cost reductions), pricing fluctuations in local and national
advertising, volatility in programming costs and the other risk factors set
forth above and the matters set forth in the Prospectus generally. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements that may be made to reflect any future events
or circumstances.

<PAGE>
USE OF PROCEEDS

All of the shares of Class A Common Stock offered by this Prospectus are
being offered by and for the account of the Selling Stockholders. The Selling
Stockholders will receive all of the net proceeds from the sale of the shares
offered by this Prospectus and the Company will not receive any proceeds from
the sale of such shares.

PRICE RANGE OF COMMON STOCK

The Class A Common Stock has been traded on the Nasdaq National Market under
the symbol "SBGI" since June 13, 1995. The following table sets forth the high
and low closing sale prices for the Class A Common Stock for the periods
indicated. The information does not include certain transaction costs.

1995 HIGH LOW
------- -------
Second Quarter (from June 13)...... $29 $23 1/2
Third Quarter ..................... 31 27 3/8
Fourth Quarter .................... 27 3/4 16 1/4

1996
First Quarter ..................... 26 1/2 16 7/8
Second Quarter .................... 43 1/2 25 1/2
Third Quarter ..................... 46 1/2 36 1/8
Fourth Quarter (through November 4) 43 3/4 27 7/8

On November 4, 1996, the last sale price of the Class A Common Stock as
reported by Nasdaq was $31 5/8 per share. As of November 4, 1996, there were
approximately 40 record holders of the Class A Common Stock.

DIVIDEND POLICY

The Company generally has not paid a cash dividend on its Common Stock and
does not expect to pay cash dividends on its Common Stock in the foreseeable
future. The Bank Credit Agreement, the Indentures and agreements governing other
indebtedness of the Company generally prohibit the Company from paying cash
dividends on the Common Stock. Under the Indentures, the Company is not
permitted to pay cash dividends on the Common Stock unless certain specified
conditions are satisfied, including that (i) no event of default then exists
under the Indentures or certain other specified agreements relating to
indebtedness of the Company and (ii) the Company, after taking account of the
dividend, is in compliance with certain net cash flow requirements contained in
the Indentures.

<PAGE>
CAPITALIZATION

The following table sets forth, as of June 30, 1996, (a) the actual
capitalization of the Company, which includes the Superior, Flint, River City
Acquisitions and related borrowings under the Bank Credit Agreement to effect
such acquisitions and (b) the pro forma capitalization of the Company as
adjusted to reflect the Cincinnati/Kansas City and Peoria/Bloomington
Acquisitions in July 1996 and the related borrowings under the Bank Credit
Agreement to effect such acquisitions as if such transactions had occurred on
June 30, 1996. The information set forth below should be read in conjunction
with the Pro Forma Consolidated Financial Information of the Company located
elsewhere in this Prospectus and the historical Consolidated Financial
Statements of the Company incorporated by reference in this Prospectus.

<TABLE>
<CAPTION>
JUNE 30, 1996

--------------------------
POST
RECENT
ACTUAL ACQUISITIONS
------------ --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Cash and cash equivalents................................ $ 4,196 $ 4,488
============ ==============
Current portion of long term debt ....................... $ 65,771 $ 65,771
============ ==============
Long-term debt:
Term loans.............................................. $ 687,750 $ 687,750
Revolving Credit Facility............................... 80,000 118,500
Notes and capital leases payable to affiliates.......... 12,935 12,935
Senior Subordinated Notes............................... 400,000 400,000
------------ --------------
1,180,685 1,219,185
------------ --------------
Stockholders' equity (deficit):
Series B Preferred Stock, par value $.01 per share;
1,150,000 shares issued and outstanding................ 12 12
Class A Common Stock, par value $.01 per share;
6,328,000 shares issued and outstanding ............... 63 63
Class B Common Stock, par value $.01 per share;
28,422,000 shares issued and outstanding .............. 285 285
Additional paid-in capital ............................. 265,578 265,578
Accumulated deficit .................................... (18,552) (18,552)
------------ --------------
Total stockholders' equity ............................. 247,386 247,386
------------ --------------
Total capitalization................................... $1,428,071 $1,466,571
============ ==============

</TABLE>
20
<PAGE>
SELECTED CONSOLIDATED HISTORICAL
AND PRO FORMA FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

The selected historical consolidated financial data for the years ended
December 31, 1991, 1992, 1993, 1994 and 1995 have been derived from the
Company's audited Consolidated Financial Statements (the "Consolidated Financial
Statements"). The Consolidated Financial Statements for the years ended December
31, 1993, 1994 and 1995 and for the six months ended June 30, 1995 and 1996 are
incorporated herein by reference. The Consolidated Financial Statements for, and
as of, the six months ended June 30, 1995 and 1996 are unaudited, but in the
opinion of management, such financial statements have been prepared on the same
basis as the Consolidated Financial Statements incorporated herein by reference
and include all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the financial position and results of
operations for that period. Results for the six months ended June 30, 1996 are
not necessarily indicative of the results for a full year. The selected pro
forma consolidated financial data of the Company reflect the Recent Acquisitions
as though they occurred at the beginning of the periods presented for statement
of operations data and as of the date of the balance sheet for balance sheet
data and are derived from the pro forma consolidated financial statements of the
Company included elsewhere in this Prospectus. See "Pro Forma Consolidated
Financial Information."

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------------------------------------- --------------------------------
PRO FORMA PRO FORMA
1991(a) 1992 1993 1994(a) 1995(a) 1995(b) 1995(a) 1996(a) 1996(b)
--------- -------- --------- ---------- ----------- --------- ------- ---------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net broadcast revenues(c)........ $39,698 $61,081 $69,532 $118,611 $187,934 $406,411 $88,724 $117,339 $214,877
Barter revenues.................. 5,660 8,805 6,892 10,743 18,200 24,351 8,150 9,571 13,607
-------- -------- --------- ---------- ---------- ----------- --------- ---------- -----------
Total revenues.................. 45,358 69,886 76,424 129,354 206,134 430,762 96,874 126,910 228,484
Operating expenses, excluding
depreciation and amortization,
deferred compensation and
special bonuses paid to
executive officers.............. 25,187 32,993 32,197 50,467 80,446 195,831 38,731 52,826 112,251
Depreciation and amortization(d) 18,078 30,943 22,584 55,665 80,410 169,954 38,801 45,493 77,617
Deferred compensation............ -- -- -- -- -- 934 -- 506 700
Special bonuses paid to executive
officers........................ -- -- 10,000 3,638 -- -- -- -- --
-------- -------- --------- ---------- ---------- ----------- --------- ---------- -----------
Broadcast operating income....... 2,093 5,950 11,643 19,584 45,278 64,043 19,342 28,085 37,916
Interest expense................. 8,895 12,997 12,852 25,418 39,253 122,489 19,655 27,646 59,814
Interest and other income........ 562 1,207 2,131 2,447 4,163 3,374 1,282 3,172 1,619
-------- -------- --------- ---------- ---------- ----------- --------- ---------- -----------
Income (loss) before (provision)
benefit for income taxes and
extraordinary item.............. (6,240) (5,840) 922 (3,387) 10,188 (55,072) 969 3,611 (20,279)
-------- -------- --------- ---------- ---------- ----------- --------- ---------- -----------
Net income (loss)................ $(4,660) $(4,651) $(7,945) $ (2,740) $ 76 $(39,257) $ 507 $ 1,511 $(12,823)
======== ======== ========= ========== ========== =========== ========= ========== ===========
Income (loss) applicable to
common stock.................... $(4,660) $(4,651) $(7,945) $ (2,740) $ 76 $(39,257) $ 507 $ 1,511 $(12,823)
======== ======== ========= ========== ========== =========== ========= ========== ===========
Earnings (loss) per common share:
Net income (loss) before
extraordinary item............. $ (0.16) $ (0.16) $ (0.27) $ (0.09) $ 0.15 $ (0.94) $ 0.02 $ 0.04 (0.33)
Extraordinary item.............. -- -- -- -- (0.15) (0.14) -- -- $ --
Net income (loss) per common
share.......................... $ (0.16) $ (0.16) $ (0.27) $ (0.09) $ 0.00 $ (1.08) $ 0.02 $ 0.04 $ (0.33)
======== ======== ========= ========== ========== =========== ========= ========== ===========
Weighted average shares out-
standing (in thousands)........ 29,000 29,000 29,000 29,000 32,198 36,380 29,575 34,750 38,932
======== ======== ========= ========== ========== =========== ========= ========== ===========
OTHER DATA:
Broadcast cash flow(e)........... $17,260 $28,019 $37,596 $ 67,597 $111,124 $201,290 $50,471 $ 65,079 $ 96,351
Broadcast cash flow margin(f) ... 43.5% 45.9% 54.1% 57.0% 59.1% 49.5% 56.9% 55.5% 44.8%
Operating cash flow(g) .......... $15,483 $26,466 $35,504 $64,625 $105,750 $190,634 $48,285 $62,013 $ 90,480
Operating cash flow margin(f).... 39.0% 43.3% 51.1% 54.5% 56.3% 46.9% 54.4% 52.8% 42.1%
After tax cash flow(h)........... $ 8,730 $15,865 $23,823 $42,301 $ 65,460 $ 92,246 $29,450 $ 35,439 $ 39,741
After tax cash flow per share(i). $ 0.30 $ 0.55 $ 0.82 $ 1.46 $ 2.03 $ 2.54 $ 1.00 $ 1.02 $ 1.02
Program contract payments........ $ 4,688 $10,427 $ 8,723 $14,262 $ 19,938 $ 44,297 $ 9,858 $ 12,071 $ 25,753
Capital expenditures............. 1,730 426 528 2,352 1,702 13,810 1,359 2,114 3,474
Corporate overhead expense....... 1,777 1,553 2,092 2,972 5,374 10,656 2,186 3,066 5,871
</TABLE>
(Continued on following page)
21
<PAGE>
<TABLE>
<CAPTION>

AS OF DECEMBER 31,
------------------------------------------------------
1991(a) 1992 1993 1994(a) 1995(a)
--------- --------- ---------- ---------- ----------

<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents.......... $ 1,380 $ 1,823 $ 18,036 $ 2,446 $112,450
Total assets....................... 149,227 140,366 242,917 399,328 605,272
Total debt(j)...................... 112,303 110,659 224,646 346,270 418,171
Total stockholders' equity
(deficit)......................... (3,052) (3,127) (11,024) (13,723) 96,374
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

AS OF JUNE 30, 1996
------------------------
PRO
HISTORICAL(a) FORMA(b)
------------- ------------
(UNAUDITED)
BALANCE SHEET DATA:
Cash and cash equivalents.......... $ 4,196 $ 4,488
Total assets....................... 1,626,978 1,675,254
Total debt(j)...................... 1,246,456 1,284,956
Total stockholders' equity
(deficit)......................... 247,386 247,386

NOTES TO SELECTED CONSOLIDATED HISTORICAL AND PRO FORMA CONSOLIDATED
FINANCIAL INFORMATION

(b) The pro forma information in this table reflects the pro forma effect of
the Recent Acquisitions. See "Pro Forma Consolidated Financial Information"
included elsewhere herein.

(e) "Broadcast cash flow" is defined as broadcast operating income plus
corporate overhead expense, special bonuses paid to executive officers,
non-cash deferred compensation, depreciation and amortization, including
both tangible and intangible assets and program rights, less cash payments
for program contract rights. Cash program payments represent cash payments
made for current program payables and do not necessarily correspond to
program usage. Special bonuses paid to executive officers are considered
unusual and non-recurring. The Company has presented broadcast cash flow
data, which the Company believes are comparable to the data provided by
other companies in the industry, because such data are commonly used as a
measure of performance for broadcast companies. However, broadcast cash
flow does not purport to represent cash provided by operating activities as
reflected in the Company's consolidated statements of cash flow, is not a
measure of financial performance under generally accepted accounting
principles and should not be considered in isolation or as a substitute for
measures of performance prepared in accordance with generally accepted
accounting principles.

(f) "Broadcast cash flow margin" is defined as broadcast cash flow divided by
net broadcast revenues. "Operating cash flow margin" is defined as
operating cash flow divided by net broadcast revenues.

(g) "Operating cash flow" is defined as broadcast cash flow less corporate
overhead expense and is a commonly used measure of performance for
broadcast companies. Operating cash flow does not purport to represent cash
provided by operating activities as reflected in the Company's consolidated
statements of cash flow, is not a measure of financial performance under
generally accepted accounting principles and should not be considered in
isolation or as a substitute for measures of performance prepared in
accordance with generally accepted accounting principles.

(h) "After tax cash flow" is defined as net income (loss) before extraordinary
items plus depreciation and amortization (including film amortization),
less program contract payments, plus non-cash deferred compensation
expense and special bonuses paid to executive officers. After-tax cash
flow is presented here not as a measure of operating results and does not
purport to represent cash provided by operating activities. After tax cash
flow should not be considered in isolation or as a substitute for measures
of performance prepared in accordance with generally accepted accounting
principles.

(i) "After tax cash flow per share" is defined as after tax cash flow divided
by weighted average shares outstanding.

<PAGE>
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following Pro Forma Consolidated Financial Information includes the
unaudited pro forma consolidated statements of operations for the year ended
December 31, 1995 and for the six months ended June 30, 1996 (the "Pro Forma
Consolidated Statements of Operations") and the unaudited pro forma consolidated
balance sheet as of June 30, 1996 (the "Pro Forma Consolidated Balance Sheet").
The unaudited pro forma consolidated statements of operations for the year ended
December 31, 1995 and the six months ended June 30, 1996 are adjusted to give
effect to the Recent Acquisitions as if each occurred at the beginning of those
respective periods. The Pro Forma Consolidated Balance Sheet is adjusted to give
effect to the Cincinnati/Kansas City Acquisition and the Peoria/Bloomington
Acquisition as if each occurred on June 30, 1996. The Pro Forma adjustments are
based upon available information and certain assumptions that the Company
believes are reasonable. The Pro Forma Consolidated Financial Data should be
read in conjunction with the Company's Consolidated Financial Statements and
related notes thereto, the Company's unaudited consolidated financial statements
for the six months ended June 30, 1996 and notes thereto, the financial
statements and related notes of WSMH, the financial statements and related notes
of Superior, the financial statements and related notes of KSMO and WSTR, the
financial statements and related notes of River City all of which are
incorporated herein by reference. The unaudited Pro Forma Consolidated Financial
Information does not purport to represent what the Company's results of
operations or what the Company's financial position would have been had any of
the above events occurred on the dates specified or to project the Company's
results of operations or financial position for or at any future period or date.

<PAGE>
SINCLAIR BROADCAST GROUP, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1996
(DOLLARS IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
RECENT POST
CONSOLIDATED ACQUISITIONS RECENT
ACTUAL KSMO(a) WSTR(a) WYZZ(a) ADJUSTMENTS ACQUISITIONS
------------ ---------- ---------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash, including cash equivalents......................... $ 4,196 $ 723 $ 1,693 $ (2,124)(b) $ 4,488
Accounts receivable, net of allowance for doubtful
accounts................................................ 76,102 3,855 2,754 82,711
Current portion of program contract costs................ 29,396 1,548 2,096 $ 183 33,223
Deferred barter costs.................................... 3,964 65 4,029
Prepaid expenses and other current assets................ 3,697 83 32 3,812
Deferred tax asset....................................... 3,972 3,972
------------ ---------- ---------- --------- ------------- -------------
Total current assets................................... 121,327 6,274 6,575 183 (2,124) 132,235
PROPERTY AND EQUIPMENT, net............................... 139,387 3,661 8,378 2,264 153,690
PROGRAM CONTRACT COSTS, less current portion.............. 33,267 1,745 2,364 206 37,582
LOANS TO OFFICERS AND AFFILIATES, net..................... 11,642 11,642
NON-COMPETE AND CONSULTING AGREEMENTS, net................ 19,994 19,994
DEFERRED TAX ASSET........................................ 52 52
OTHER ASSETS.............................................. 64,602 (14,775)(b) 49,827
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net ............. 1,236,707 7,139 7,456 18,930 1,270,232
------------ ---------- ---------- --------- ------------- -------------
Total Assets........................................... $1,626,978 $18,819 $24,773 $21,583 $ (16,899) $1,675,254
============ ========== ========== ========= ============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ........................................ $ 4,237 $ 98 $ 785 $ 5,120
Accrued liabilities...................................... 31,116 503 248 31,867
Current portion of long-term liabilities-
Notes payable and commercial bank financing............. 63,485 63,485
Capital leases payable.................................. 310 310
Notes and capital leases payable to affiliates ......... 1,976 1,976
Program contracts payable............................... 35,203 1,629 2,135 183 39,150
Deferred barter revenues................................. 5,218 5,218
------------ ---------- ---------- --------- ------------- -------------
Total current liabilities.............................. 141,545 2,230 3,168 183 147,126
LONG-TERM LIABILITIES:
Notes payable and commercial bank financing............. 1,167,750 $ 38,500(b) 1,206,250
Notes and capital leases payable to affiliates.......... 12,935 12,935
Program contracts payable............................... 51,010 1,664 2,325 206 55,205
Other long-term liabilites.............................. 2,384 2,384
------------ ---------- ---------- --------- ------------- -------------
Total liabilities...................................... 1,375,624 3,894 5,493 389 38,500 1,423,900
------------ ---------- ---------- --------- ------------- -------------
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES ........... 3,968 3,968
------------ ---------- ---------- --------- ------------- -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Series B Preferred stock, $.01 par value, 1,150,000
shares authorized and 1,150,000 shares issued and
outstanding............................................ 12 12
Class A Common stock, $.01 par value, 100,000,000 shares
authorized 6,328,000 shares issued and outstanding..... 63 63
Class B Common stock, $.01 par value, 35,000,000 shares
authorized and 28,422,000 shares issued and
outstanding............................................ 285 285
Additional paid-in-capital.............................. 241,156 241,156
Accumulated deficit..................................... (18,552) (18,552)
Additional paid-in capital - stock options.............. 25,784 25,784
Deferred compensation................................... (1,362) (1,362)
------------ ---------- ---------- --------- ------------- -------------
Total stockholders' equity............................. 247,386 247,386
------------ ---------- ---------- --------- ------------- -------------
Total Liabilities and Stockholders' Equity ............ $1,626,978 $ 3,894 $ 5,493 $ 389 $ 38,500 $1,675,254
============ ========== ========== ========= ============= =============
</TABLE>

<PAGE>
NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(a) The KSMO, WSTR and WYZZ columns reflect the assets and liabilities
acquired in connection with the purchase of KSMO, WSTR and WYZZ. Total
acquired intangibles are calculated as follows:

(1) KSMO:

Purchase Price $14,925
Add: Liabilities acquired -
Accounts payable............................... 98
Accrued liabilities............................ 503
Current portion of program contracts payable... 1,629
Long-term portion of program contracts
payable........................................ 1,664
Less: Assets acquired -
Cash........................................... 723
Accounts receivable............................ 3,855
Current portion of program costs............... 1,548
Deferred barter costs.......................... 65
Prepaid expenses and other current assets...... 83
Property and equipment......................... 3,661
Program contract costs, less current portion... 1,745
----------
Acquired intangibles $ 7,139
==========

(2) WSTR:

Purchase Price $19,280
Add: Liabilities acquired -
Accounts payable.............................. 785
Accrued liabilities........................... 248
Current portion of program contracts payable.. 2,135
Long-term portion of program contracts
payable....................................... 2,325
Less: Assets acquired -
Cash.......................................... 1,693
Accounts receivable........................... 2,754
Current portion of program costs.............. 2,096
Prepaid expenses and other current assets..... 32
Property and equipment........................ 8,378
Program contract costs, less current portion.. 2,364
----------
Acquired intangibles $ 7,456
==========

(3) WYZZ:

Purchase Price $21,194
Add: Liabilities acquired -
Current portion of program contracts payable.. 183
Long-term portion of program contracts
payable....................................... 206
Less: Assets acquired -
Current portion of program costs.............. 183
Property and equipment........................ 2,264
Program contract costs, less current portion.. 206
----------
Acquired intangibles $18,930
==========

(b) To reflect the following in connection with the acquisition of KSMO and
WSTR: (i) the incurrence of $18,306 of bank financing, (ii) the cash
payment of $2,124 using available cash, (iii) the reclassification of the
$9,000 paid to acquire the option to purchase KSMO and WSTR as acquired
intangible broadcasting assets and (iv) the forgiveness of the $4,775 note
receivable from WSTR. Additionally, to reflect the following in connection
with the acquisition of WYZZ: (i) the incurrence of $20,194 of bank
financing and (ii) the reclassification of the $1,000 paid and held in
escrow for the purchase as acquired intangible broadcasting assets.

<PAGE>
SINCLAIR BROADCAST GROUP, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(DOLLARS IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
FLINT SUPERIOR
CONSOLIDATED TV, COMMMUNICATIONS
ACTUAL INC.(a) GROUP, INC.(b) KSMO(c)
------------ --------- ---------------- -------
<S> <C> <C> <C> <C>
REVENUES:
Station broadcast revenues, net of agency
commissions ................................. $117,339 $1,012 $4,431 $ 7,694
Revenues realized from station barter
arrangements................................. 9,571 2,321
------------ --------- ---------------- -------
Total revenues............................. 126,910 1,012 4,431 10,015
------------ --------- ---------------- -------
OPERATING EXPENSES:
Program and production........................ 20,699 101 539 1,550
Selling, general and administrative........... 24,268 345 2,002 2,194
Expenses realized from station barter
arrangements................................. 7,859 2,276
Amortization of program contract costs and net
realizable value adjustments................. 17,557 125 736 601
Deferred compensation........................ 506
Depreciation and amortization of property and
equipment .................................. 3,544 4 373 374
Amortization of acquired intangible
broadcasting assets, non-compete and
consulting
agreements and other assets................. 24,392 529
------------ --------- ---------------- -------
Total operating expenses................... 98,825 575 4,179 6,995
------------ --------- ---------------- -------
Broadcast operating income (loss)........... 28,085 437 252 3,020
OTHER INCOME (EXPENSE):
Interest expense.............................. (27,646) -- (457) (823)
Interest income............................... 2,521 -- -- --
Other income (expense)........................ 651 19 4 7
------------ --------- ---------------- -------
Income (loss) before (provision) benefit for
income taxes and extraordinary items....... 3,611 456 (201) 2,204
(PROVISION) BENEFIT FOR
INCOME TAXES.................................. (2,100) -- -- --
------------ --------- ---------------- -------
NET INCOME (LOSS).............................. $ 1,511 $ 456 $ (201) $ 2,204
============ ========= ================ =======

LOSS APPLICABLE TO COMMON STOCK................ $ 1,511
============
NET LOSS PER COMMON SHARE...................... $ (0.04)
============
WEIGHTED AVERAGE SHARES OUTSTANDING (in
thousands) ................................... 34,750
============
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

RIVER CITY(e)
------------------- RECENT POST
RIVER ACQUISITIONS RECENT
WSTR(d) CITY WSYX WYZZ(f) ADJUSTMENTS ACQUISITIONS
------- ---------- --------- ------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
REVENUES:
Station broadcast revenues, net of agency
commissions ................................. $6,477 $86,869 $(10,783) $1,838 $214,877
Revenues realized from station barter
arrangements................................. 1,715 13,607
------- ---------- --------- ------ ------------ ------------
Total revenues............................. 8,192 86,869 (10,783) 1,838 228,484

OPERATING EXPENSES:
Program and production........................ 785 10,001 (736) 214 33,153
Selling, general and administrative........... 1,876 39,786 (3,950) 702 25 (g) 67,248
Expenses realized from station barter
arrangements................................. 1,715 11,850
Amortization of program contract costs and net
realizable value adjustments................. 1,011 9,721 (458) 123 29,416
Deferred compensation........................ 194 (h) 700
Depreciation and amortization of property and
equipment .................................. 284 6,294 (1,174) 6 (943)(i) 8,762
Amortization of acquired intangible
broadcasting assets, non-compete and
consulting
agreements and other assets................. 39 14,041 (3,599) 3 4,034 (j) 39,439
------- ---------- --------- ------ ------------ ------------
Total operating expenses................... 5,710 79,843 (9,917) 1,048 3,310 190,568
------- ---------- --------- ------ ------------ ------------
Broadcast operating income (loss)........... 2,482 7,026 (866) 790 (3,310) 37,916
OTHER INCOME (EXPENSE):
Interest expense.............................. (1,127) (12,352) -- -- (17,409)(k) (59,814)
Interest income............................... 15 195 -- -- (1,636)(l) 1,095
Other income (expense)........................ (149) (8) -- -- 524
------- ---------- --------- ------ ------------ ------------
Income (loss) before (provision) benefit for
income taxes and extraordinary items....... 1,370 (5,280) (874) 790 (22,355) (20,279)
(PROVISION) BENEFIT FOR
INCOME TAXES.................................. -- -- -- -- 9,556 (m) 7,456
------- ---------- --------- ------ ------------ ------------
NET INCOME (LOSS).............................. $ 1,370 $ (5,280) $ (874) $ 790 $(12,799) $(12,823)
======= ========== ========= ====== ============ ============
--
------------
LOSS APPLICABLE TO COMMON STOCK................ $(12,823)
============
NET LOSS PER COMMON SHARE...................... $ (0.33)
WEIGHTED AVERAGE SHARES OUTSTANDING (in
thousands) ................................... 38,932 (n)
============
</TABLE>

<PAGE>
SINCLAIR BROADCAST GROUP, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(DOLLARS IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
FLINT SUPERIOR
CONSOLIDATED TV, COMMUNICATIONS
ACTUAL INC.(a) GROUP, INC(b) KSMO(c)
------------ --------- -------------- --------
<S> <C> <C> <C> <C>
REVENUES:
Station broadcast revenues, net of agency
commissions................................. $187,934 $ 7,217 $13,400 $14,683
Revenues realized from station barter
arrangements................................ 18,200 2,801
------------ --------- -------------- --------
Total revenues............................. 206,134 7,217 13,400 17,484
------------ --------- -------------- --------
OPERATING EXPENSES:
Program and production....................... 22,563 511 1,461 3,347
Selling, general and administrative.......... 41,763 2,114 4,188 4,374
Expenses realized from station barter
arrangements................................ 16,120 2,801
Amortization of program contract costs and
net realizable value adjustments............ 29,021 897 4,899 1,206
Deferred compensation........................
Depreciation and amortization of property and
equipment................................... 5,400 20 1,660 632
Amortization of acquired intangible
broadcasting assets, non-compete and
consulting agreements and other assets...... 45,989 12 1,066 210
------------ --------- -------------- --------
Total operating expenses................... 160,856 3,554 13,274 12,570
------------ --------- -------------- --------
Broadcast operating income (loss).......... 45,278 3,663 126 4,914
OTHER INCOME (EXPENSE):
Interest expense............................. (39,253) -- (1,579) (2,039)
Interest income.............................. 3,942 81
Other income (expense)....................... 221 40 (188) 630
------------ --------- -------------- --------
Income (loss) before (provision) benefit
for income taxes and extraordinary item... 10,188 3,784 (1,641) 3,505
(PROVISION) BENEFIT FOR INCOME TAXES ......... (5,200) (1,476) 461 --
------------ --------- -------------- --------
Net income (loss) before extraordinary
item...................................... 4,988 2,308 (1,180) 3,505
EXTRAORDINARY ITEM:
Loss on early extinguishment of debt, net of
related income tax benefit of $3,357........ (4,912)
------------ --------- -------------- --------
NET INCOME (LOSS)............................. $ 76 $ 2,308 $(1,180) $ 3,505
============ ========= ============== ========

INCOME (LOSS) APPLICABLE TO COMMON STOCK ..... $ $76
EARNINGS (LOSS) COMMON SHARE:
Net income (loss) before extraordinary
item...................................... $ 0.15
Extraordinary item......................... $ (0.15)
------------
Net income (loss) per common share............ $ 0.00
============
WEIGHTED AVERAGE SHARES OUTSTANDING (in
thousands) .................................. 32,198
============
</TABLE>

<PAGE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
RIVER CITY(e)
-----------------------------------
PARAMOUNT
STATIONS
GROUP OF RECENT POST
KERRVILLE, ACQUISITIONS RECENT
WSTR(d) INC. RIVER CITY WSYX WYZZ(f) ADJUSTMENTS ACQUISITION

<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Station broadcast revenues, net of agency
commissions $12,179 $7,567 $188,190 $(28,767) $4,008 $ $406,411
Revenues realized from station barter
arrangements................................ 3,350 24,351
-------- --------------- ---------- --------- ------- ------------ -----------
Total revenues............................. 15,529 7,567 188,190 (28,767) 4,008 430,762
-------- --------------- ---------- --------- ------- ------------ -----------
OPERATING EXPENSES:
Program and production....................... 1,002 833 62,041 (8,133) 477 84,102
Selling, general and administrative.......... 4,023 1,958 30,456 (3,153) 1,359 $ 1,500 (g) 88,582
Expenses realized from station barter
arrangements................................ 3,350 876 23,147
Amortization of program contract costs and
net realizable value adjustments............ 1,621 921 33,452 (2,624) 294 69,687
Deferred compensation........................ 934 (h) 934
Depreciation and amortization of property and
equipment................................... 585 194 11,524 (2,107) 21 (64)(i) 17,865
Amortization of acquired intangible
broadcasting assets, non-compete and
consulting agreements and other assets...... 77 253 27,649 (9,780) 5 16,921 (j) 82,402
-------- --------------- ---------- --------- ------- ------------ -----------
Total operating expenses................... 10,658 5,035 165,122 (25,797) 2,156 19,291 366,719
-------- --------------- ---------- --------- ------- ------------ -----------
Broadcast operating income (loss).......... 4,871 2,532 23,068 (2,970) 1,852 (19,291) 64,043
OTHER INCOME (EXPENSE):
Interest expense............................. (2,506) (34,523) (42,589)(k) (122,489)
Interest income.............................. 1,715 54 (3,235)(l) 2,557
Other income (expense)....................... 63 (22) 57 16 817
-------- --------------- ---------- --------- ------- ------------ -----------
Income (loss) before (provision) benefit
for income taxes and extraordinary item... 2,365 2,595 (9,762) (2,913) 1,922 (65,115) (55,072)
(PROVISION) BENEFIT FOR INCOME TAXES ......... -- (1,076) -- -- (750) 28,768 (m) 20,727
-------- --------------- ---------- --------- ------- ------------ -----------
Net income (loss) before extraordinary
item...................................... 2,365 1,519 (9,762) (2,913) 1,172 (36,347) (34,345)
EXTRAORDINARY ITEM:
Loss on early extinguishment of debt, net of
related income tax benefit of $3,357........ (4,912)
-------- --------------- ---------- --------- ------- ------------ -----------
NET INCOME (LOSS)............................. $ 2,365 $ 1,519 $ (9,762) $ (2,913) $1,172 $(36,347) $ (39,257)
======== =============== ========== ========= ======= ============ ===========
--
INCOME (LOSS) APPLICABLE TO COMMON STOCK ..... $ (39,257)
EARNINGS (LOSS) COMMON SHARE:
Net income (loss) before extraordinary
item...................................... $ (0.94)
-----------
Extraordinary item......................... (0.14)
-----------
Net income (loss) per common share............ $ (1.08)
===========
WEIGHTED AVERAGE SHARES OUTSTANDING (in
thousands) .................................. 36,380 (n)
===========
</TABLE>

<PAGE>
SINCLAIR BROADCAST GROUP, INC.
NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

(a) The Flint T.V., Inc. column reflects the results of operations for WSMH for
the year ended December 31, 1995 and for the period from January 1, 1996 to
February 27, 1996, the date the Flint Acquisition was consummated.

(b) The Superior Communications Group, Inc. column reflects the results of
operations for Superior for the year ended December 31, 1995 and for the
period from January 1, 1996 to May 7, 1996, the date the Superior
Acquisition was consummated.

(c) The KSMO column reflects the results of operations for the year ended
December 31, 1995 and for the period from January 1, 1996 to June 30, 1996
as the transaction was consummated in July 1996.

(d) The WSTR column reflects the results of operations for the year ended
December 31, 1995 and for the period from January 1, 1996 to June 30, 1996
as the transaction was consummated in August 1996.

(e) The River City column reflects the results of operations for River City
(including KRRT, Inc.) for the period from January 1, 1996 to May 31, 1996,
the date the River City Acquisition was consummated. The WSYX column
removes the results of WSYX from the results of River City for that period.
The River City columns reflect the results of operations for River City
(including KRRT, Inc.) for the year ended December 31, 1995 and the results
of operations for WSYX to reflect the exclusion of this station from the
Company's acquisition as those assets of River City were not acquired by
the Company, and the results of operations for Paramount Stations Group of
Kerrville, Inc. (the predecessor business to KRRT, Inc.) for the seven
months and three days ended August 3, 1995, the date of its acquisition by
KRRT, Inc.

(f) The WYZZ column reflects the results of operations for the year ended
December 31, 1995 and for the period from January 1, 1996 to June 30, 1996
as the purchase transaction was consummated in July 1996.

(g) For 1995, corporate expenses have been adjusted to reflect the increased
costs of operating River City during 1995 as if it were a public company
and the increased compensation expenses for senior executives of the
Company as a result of the increased size of the Company due to the Recent
Acquisitions. For 1996, corporate expenses have been adjusted to reflect
the elimination of certain one time expenses (including bonuses paid to
River City executives) in connection with the River City Acquisition and
the addition of increased compensation expenses for senior executives of
the Company as a result of the increased size of the Company due to the
Recent Acquisitions.

(h) To record compensation expense related to options granted under the
Long-Term Incentive Plan:

<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
1996 1995
------------ --------------
<S> <C> <C>
Compensation expense related to the Long-Term
Incentive Plan on a pro forma basis ................... $ 700 $934
Less: Compensation expense recorded by the Company
related to the Long-Term Incentive Plan................ (506) --
------------ --------------
$ 194 $934
============ ==============
</TABLE>

(i) To record depreciation expense related to acquired tangible assets and
eliminate depreciation expense recorded by WSMH, Superior, KSMO, WSTR,
River City(e) and WYZZ. Tangible assets are to be depreciated over lives
ranging from 5 to 29.5 years, calculated as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1996
-----------------------------------------------------------------------
WSMH SUPERIOR KSMO WSTR RIVER CITY WYZZ TOTAL
------- ----------- --------- -------- ------------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Depreciation expense on acquired tangible assets $32 $ 315 $ 240 $ 507 $ 3,965 $159 $ 5,218
Less: Depreciation expense recorded by WSMH,
Superior, KSMO, WSTR, River City(e) and WYZZ ... (4) (373) (374) (284) (5,120) (6) (6,161)
Pro forma adjustment ............................ $28 $ (58) $(134) $ 223 $(1,155) $153 $ (943)
======= =========== ========= ======== ============= ======= ==========
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
------------------------------------------------------------------------
WSMH SUPERIOR KSMO WSTR RIVER CITY WYZZ TOTAL
------- ----------- --------- --------- ------------ ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Depreciation expense on acquired tangible assets $192 $ 945 $ 480 $1,014 $ 9,516 $318 $ 12,465
Less: Depreciation expense recorded by WSMH,
Superior, KSMO, WSTR, River City(e) and WYZZ ... (20) (1,660) (632) (585) (9,611) (21) (12,529)
------- ----------- --------- --------- ------------ ------- -----------
Pro forma adjustment ............................ $172 $ (715) $(152) $ 429 $ (95) $297 $ (64)
======= =========== ========= ========= ============ ======= ===========
</TABLE>

<PAGE>

(j) To record amortization expense related to acquired intangible assets and
deferred financing costs and eliminate amortization expense recorded by
WSMH, Superior, KSMO, WSTR, River City(e) and WYZZ. Intangible assets are
to be amortized over lives ranging from 1 to 40 years, calculated as
follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1996
-------------------------------------------------------------------
WSMH SUPERIOR KSMO WSTR RIVER CITY WYZZ TOTAL
------- ---------- ------- ------- ------------ ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Amortization expense on acquired intangible assets $167 $ 827 $180 $285 $ 12,060 $99 $ 13,618
Deferred financing costs .......................... 1,429 1,429
Less: Amortization expense recorded by WSMH,
Superior, KSMO, WSTR, River City(e) and WYZZ ..... -- (529) -- (39) (10,442) (3) (11,013)
------- ---------- ------- ------- ------------ ------- -----------
Pro forma adjustment .............................. $167 $ 298 $180 $246 $ 3,047 96 $ 4,034
======= ========== ======= ======= ============ ======= ===========

</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
-----------------------------------------------------------------------
WSMH SUPERIOR KSMO WSTR RIVER CITY WYZZ TOTAL
--------- ----------- -------- ------- ------------ ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Amortization expense on acquired intangible assets $1,002 $ 2,481 $ 360 $570 $ 28,944 $198 $ 33,555
Deferred financing costs .......................... 2,858 2,858
Less: Amortization expense recorded by WSMH,
Superior, KSMO, WSTR, River City(e) and WYZZ ..... (12) (1,066) (210) (77) (18,122) (5) (19,492)
--------- ----------- -------- ------- ------------ ------- -----------
Pro forma adjustment .............................. $ 990 $ 1,415 $ 150 $493 $ 13,680 $193 $ 16,921
========= =========== ======== ======= ============ ======= ===========

</TABLE>

(k) To record interest expense for the six months ended June 30, 1996 on
acquisition financing relating to Superior of $59,850 (under the Bank
Credit Agreement at 8.0% for four months), KSMO and WSTR of $10,425 and
$7,881, respectively (both under the Bank Credit Agreement at 8.0% for six
months), River City (including KRRT) of $868,300 (under the Bank Credit
Agreement at 8.0% for five months) and of $851 for hedging agreements
related to the River City financing and WYZZ of $20,194 (under the Bank
Credit Agreement at 8.0% for six months) and eliminate interest expense
recorded. No interest expense has been recorded for WSMH as it has been
assumed that the proceeds from the 1995 Notes were used to purchase WSMH.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1996
-----------------------------------------------------------------
SUPERIOR KSMO WSTR RIVER CITY WYZZ TOTAL
----------- --------- ---------- ------------ ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Interest expense adjustment as noted above ........ $1,596 $ 417 $ 315 $ 29,032 $808 $ 32,168
Less: Interest expense recorded by, Superior, KSMO,
WSTR, River City (e) and WYZZ....................... (457) (823) (1,127) (12,352) -- (14,759)
----------- --------- ---------- ------------ ------- -----------
Pro forma adjustment ............................... $1,139 $(406) $ (812) $ 16,680 $808 $ 17,409
=========== ========= ========== ============ ======= ===========

</TABLE>

To record interest expense for the year ended December 31, 1995 on
acquisition financing relating to WSMH of $34,400 (under the Bank Credit
Agreement at 8.5% for eight months -- assumes that the proceeds from the
1995 Notes were used to pay the commercial bank financing), Superior of
$59,850 (under the Bank Credit Agreement at 8.5% for twelve months), KSMO
and WSTR of $10,425 and $7,881, respectively (both under the Bank Credit
Agreement at 8.5% for eight months -- assumes that the proceeds from the
1995 Notes were used to pay the commercial bank financing), River City
(including KRRT) of $868,300 (under the Bank Credit Agreement at 8.5% for
twelve months) and of $851 for hedging agreements related to the River City
financing and WYZZ of $20,194 (under the Bank Credit Agreement at 8.5% for
eight months -- assumes that the proceeds from the 1995 Notes were used to
pay the commercial bank financing and eliminate interest expense recorded.

YEAR ENDED
DECEMBER 31, 1995
-------------------------------------------------------------------------------
WSMH SUPERIOR KSMO WSTR RIVER CITY WYZZ TOTAL
--------- ----------- ----------- ----------- ------------ --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest expense adjustment as noted above ....... $1,949 $ 5,087 $ 591 $ 447 $ 74,018 $1,144 $ 83,236
Less: Interest expense recorded by WSMH, Superior,
KSMO, WSTR, River City(e) and WYZZ ................ -- (1,579) (2,039) (2,506) (34,523) -- (40,647)
--------- ----------- ----------- ----------- ------------ --------- --------
Pro forma adjustment .............................. $1,949 $ 3,508 $(1,448) $(2,059) $ 39,495 $1,144 $ 42,589
========= =========== =========== =========== ============ ========= ========

</TABLE>

<PAGE>

(l) To eliminate interest income for the six months ended June 30, 1996 on
public debt proceeds relating to WSMH, KSMO and WSTR and WYZZ of $34,400
(under the Bank Credit Agreement at 5.7% for two months), $10,425 and
$7,881 (both under the Bank Credit Agreement at 5.7% for six months) and
$20,194 (under the Bank Credit Agreement at 5.7% for six months),
respectively due to assumed utilization of excess cash for those
acquisitions.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1996
---------------------------------------------------------------
WSMH KSMO WSTR RIVER CITY WYZZ TOTAL
--------- --------- -------- ------------ --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Interest income adjustment as noted above ... $(327) $(297) $(226) $ -- $(576) $(1,426)
Less: Interest income recorded by WSMH, KSMO,
WSTR, River City(e) and WYZZ.................. -- -- (15) (195) -- (210)
--------- --------- -------- ------------ --------- -----------
Pro forma adjustment ......................... $(327) $(297) $(241) $ (195) $(576) $(1,636)
========= ========= ======== ============ ========= ===========

</TABLE>

To eliminate interest income for the year ended December 31, 1995 on public
debt proceeds relating to WSMH, KSMO, and WSTR and WYZZ of $34,400,
$10,425, $7,881 and $20,194 (all under the Bank Credit Agreement at 5.7%
for four months), respectively due to assumed utilization of excess cash
for those acquisitions.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
----------------------------------------------------------------
WSMH KSMO WSTR RIVER CITY WYZZ TOTAL
--------- --------- --------- ------------ --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Interest income adjustment as noted above ... $(654) $(198) $(149) $ -- $(384) $(1,385)
Less: Interest income recorded by WSMH, KSMO,
WSTR, River City(e) and WYZZ ................. (81) -- -- (1,715) (54) (1,850)
--------- --------- --------- ------------ --------- -----------
Pro forma adjustment ......................... $(735) $(198) $(149) $(1,715) $(438) $(3,235)
========= ========= ========= ============ ========= ===========

</TABLE>

(m) To record tax (provision) benefit for recent acquisitions and for pro forma
adjustments at the applicable statutory tax rates.

(n) Weighted average shares outstanding on a pro forma basis assumes that the
1,150,000 shares of Series B Preferred Stock were converted for 4,181,818
shares of $.01 par value Class A Common Stock as of the beginning of the
period.

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The operating revenues of the Company are derived from local and national
advertisers and, to a much lesser extent, from Fox, ABC and CBS in the form of
network compensation. The Company's primary operating expenses involved in
owning or programming television and radio stations are syndicated program
rights fees, commissions on revenues, employee salaries, news-gathering and
promotion. Amortization and depreciation of costs associated with the
acquisition of the stations and interest carrying charges are significant
factors in determining the Company's overall profitability.

Set forth below are the principal types of broadcast revenues received by the
Company's stations for the periods indicated and the percentage contribution of
each type to the Company's total gross broadcast revenues:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------
1993 1994 1995
------------------- ------------------- --------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Broadcast Revenues
Local/regional
advertising............... $ 39,925 48.6% $ 67,881 48.6% $104,299 47.5%
National advertising ..... 41,281 50.3 69,374 49.6 113,678 51.7
Network compensation ..... 232 0.3 302 0.2 442 0.2
Political advertising .... 158 0.2 1,593 1.1 197 0.1
Production................ 483 0.6 696 0.5 1,115 0.5
---------- -------- ---------- -------- ---------- --------
Broadcast revenues........ 82,079 100.0% 139,846 100.0% 219,731 100.0%
Less: Agency commissions . (12,547) (21,235) (31,797)
---------- ---------- ----------
Net broadcast revenues ... 69,532 118,611 187,934
Barter revenues........... 6,892 10,743 18,200
---------- ---------- ----------
Total revenues............ $ 76,424 $129,354 $206,134
========== ========== ==========

</TABLE>

Advertising revenues of the stations are generally highest in the fourth
quarter of each year, due in part to increases in retail advertising in the
period leading up to and including the holiday season. Advertising revenues are
generally higher during election years due to spending by political candidates,
which spending typically is heaviest during the fourth quarter.

The Company's primary types of programming and their approximate percentages
of 1995 net broadcast revenues were Fox prime time (11.9%), children's
programming (10.6%) and other syndicated programming (59.5%). Similarly, the
Company's three largest categories of advertising and their approximate
percentages of 1995 net broadcast revenues were automotive (16.9%), children's
(10.6%) and fast food advertising (8.0%). No other advertising category
accounted for more than 8% of the Company's net broadcast revenues in 1995. No
individual advertiser accounted for more than 5% of any individual Company
station's net broadcast revenues in 1995.

In connection with the Recent Acquisitions, the Company significantly
diversified its revenue base by adding a diverse group of television and radio
stations. On a pro forma basis, the Company's Major Network affiliated
television stations, Fox affiliated television stations, and radio group
contributed 17.1%, 41.0% and 13.8%, respectively, of the Company's 1995 net
revenue. Further, the Company incurred substantial indebtedness, as a result of
which the Company's debt service requirements have increased over historical
levels. In addition, the Company's non-cash charges for depreciation and
amortization expense increased as a result of the fixed assets and goodwill
acquired in the Recent Acquisitions.

<PAGE>
The following table sets forth certain operating data of the Company for the
years ended December 31, 1993, 1994 and 1995, and for the six months ended June
30, 1995 and June 30, 1996.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, SIX MONTHS ENDED
-------------------------------- ---------------------
JUNE 30, JUNE 30,
1993 1994 1995 1995 1996
- ----------------------------------------------- ---------- ---------- ---------- --------- -----------
(DOLLARS IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Operating Data:
Net broadcast revenues........................ $69,532 $118,611 $187,934 $88,724 $117,339
Barter revenues............................... 6,892 10,743 18,200 8,150 9,571
--------- ---------- ---------- ---------- ----------
Total revenues................................ 76,424 129,354 206,134 96,874 126,910
Operating expenses, excluding depreciation and
amortization, deferred compensation and
special bonuses paid to executive officers... 32,197 50,467 80,446 38,731 52,826
Depreciation and amortization................. 22,584 55,665 80,410 38,801 45,493
Deferred compensation......................... -- -- -- -- 506
Special bonuses paid to executive officers.... 10,000 3,638 -- -- --
--------- ---------- ---------- ---------- ----------
Broadcast operating income.................... $11,643 $ 19,584 $ 45,278 $19,342 $ 28,085
Other Data:
Broadcast cash flow(a)........................ $37,596 $ 67,597 $111,124 $50,471 $ 65,079
Broadcast cash flow margin.................... 54.1% 57.0% 59.1% 56.9% 55.5%
Operating cash flow(b)........................ $35,504 $ 64,625 $105,750 $48,285 $ 62,013
Operating cash flow margin.................... 51.1% 54.5% 56.3% 54.4% 52.8%
After tax cash flow(c)........................ $23,823 $ 42,301 $ 65,460 $29,450 $ 35,439
After tax cash flow per share(d).............. $ 0.82 $ 1.46 $ 2.03 $ 1.00 $ 1.02
------- -------- -------- ------- --------
Program contract payments..................... $ 8,723 $ 14,262 $ 19,938 $ 9,858 $ 12,071
Program contract payments as a percentage of
net broadcast revenue........................ 12.5% 12.0% 10.6% 11.1% 10.3%
Corporate expense............................. $ 2,092 $ 2,972 $ 5,374 $ 2,186 $ 3,066

</TABLE>
- ----------

(a) "Broadcast cash flow" is defined as broadcast operating income plus
corporate overhead expense, special bonuses paid to executive officers,
non-cash deferred compensation, depreciation and amortization, including
both tangible and intangible assets and program rights, less cash payments
for program rights. Cash program payments represent cash payments made for
current program rights payable and do not necessarily correspond to program
usage. Special bonuses paid to executive officers are considered unusual
and non-recurring. The Company has presented broadcast cash flow data,
which the Company believes is comparable to the data provided by other
companies in the industry, because such data is commonly used as a measure
of performance for broadcast companies. However, broadcast cash flow does
not purport to represent cash provided by operating activities as reflected
in the Company's consolidated statements of cash flows, is not a measure of
financial performance under generally accepted accounting principles and
should not be considered in isolation or as a substitute for measure of
performance prepared in accordance with generally accepted accounting
principles.

(b) "Operating cash flow" is defined as broadcast cash flow less corporate
overhead expense and is a commonly used measure of performance for
broadcast companies. Operating cash flow does not purport to represent cash
provided by operating activities as reflected in the Company's consolidated
statements of cash flows, is not a measure of financial performance under
generally accepted accounting principles and should not be considered in
isolation or as a substitute for measures of performance prepared in
accordance with generally accepted accounting principles.

(c) "After tax cash flow" is defined as net income (loss) before extraordinary
items plus depreciation and amortization (including film amortization),
less program contract payments, plus non-cash deferred
compensation-expense and special bonuses paid to executive officers. After
tax cash flow is presented here not as a measure of operating results and
does not purport to represent cash provided by operating activities. After
tax cash flow should not be considered in isolation or as a substitute for
measures of performance prepared in accordance with generally accepted
accounting principles.

(d) "After tax cash flow per share" is defined as after tax cash flow divided
by weighted average shares outstanding.

RESULTS OF OPERATIONS

Six Months Ended June 30, 1995 and 1996. Total revenues increased from $96.9
million for the six months ended June 30, 1995 to $126.9 million for the six
months ended June 30, 1996, or 31.0%. When excluding the effects of non-cash
barter transactions, net broadcast revenues for the six months ended June 30,
1996 increased by 32.2% over the six months ended June 30, 1995. These increases
in broadcast revenues were primarily the result of the acquisitions of WTVZ and
WLFL, and the entering into LMA agreements with WABM and WDBB (the "1995
Acquisitions"), and the Recent Acquisitions, as well as television broadcast
revenue growth in each of the Company's markets.

Operating expenses excluding depreciation and amortization increased from
$38.7 million for the six months ended June 30, 1995 to $52.8 million for the
six months ended June 30, 1996, or 36.4%. This increase in expenses was largely
attributable to operating costs associated with acquisitions, an increase in LMA
fees resulting from LMA transactions, and an increase in corporate overhead
expense and non-cash deferred compensation expense.

<PAGE>

Broadcast operating income increased from $19.3 million for the six months
ended June 30, 1995 to $28.1 million for the six months ended June 30, 1996, or
45.6%. This increase is primarily attributable to the 1995 Acquisitions and the
Recent Acquisitions.

Interest expense increased from $19.7 million for the six months ended June
30, 1995 to $27.6 million for the six months ended June 30, 1996, or 40.1%. The
interest expense increase related to indebtedness under the 1995 Notes and
indebtedness under the Bank Credit Agreement incurred by the Company to finance
the River City Acquisition.

Interest and other income increased from $1.3 million for the six months
ended June 30, 1995 to $3.2 million for the six months ended June 30, 1996, or
146.2%. This increase primarily resulted from the increase in cash balances that
remained from the Company's offering of the 1995 Notes.

Income tax provision increased from $462,000 for the six months ended June
30, 1995 to $2.1 million for the six months ended June 30, 1996. This increase
primarily relates to the increase in pre-tax income between periods.

The deferred tax asset decreased from $21.0 million at December 31, 1995 to
$4.0 million as of June 30, 1996 and the effective tax rate increased from 51%
for the twelve months ended December 31, 1995 to 58% for the six months ended
June 30, 1996 primarily due to the Superior Acquisition.

Net income increased from $507,000 or $0.02 per share for the six months
ended June 30, 1995 to $1.5 million or $0.04 per share for the six months ended
June 30, 1996.

Broadcast cash flow increased from $50.5 million for the six months ended
June 30, 1995 to $65.1 million for the six months ended June 30, 1996, or 28.9%.

Operating cash flow increased from $48.3 million for the six months ended
June 30, 1995 to $62.0 million for the six months ended June 30, 1996, or 28.4%.

Years ended December 31, 1994 and 1995. Total revenues increased from $129.4
million for the year ended December 31, 1994 to $206.1 million for the year
ended December 31, 1995, or 59.3%. This increase includes revenues from the 1995
Acquisitions. This increase also includes the first full year of revenues from
the acquisition of WCGV and WTTO and the entering into LMA agreements with WNUV
and WVTV, and FSFA (the "1994 Acquisitions"). When excluding the effect of
non-cash barter transactions net broadcast revenues increased from $118.6
million for the year ended December 31, 1994 to $187.9 million for the year
ended December 31, 1995, or 58.4%.

These increases in net broadcast revenues were primarily a result of the 1994
and 1995 Acquisitions and LMA transactions consummated by the Company, as well
as television broadcast revenue growth in each of the Company's markets. WPGH,
the Pittsburgh Fox affiliate, achieved in excess of 14% net broadcast revenue
growth for the year ended December 31, 1995 compared to the year ended December
31, 1994 primarily attributable to a new metered rating service that began in
May 1995 which established significant improvement in WPGH's market rating.
WBFF, the Fox affiliate in Baltimore and WCGV, the former Fox affiliate, now a
UPN affiliate in Milwaukee, both achieved in excess of 10% net broadcast revenue
growth as these stations began capitalizing on the advantages of having an LMA
in these markets.

Operating expenses excluding depreciation and amortization and special
bonuses paid to executive officers increased from $50.5 million for the year
ended December 31, 1994 to $80.4 million for the year ended December 31, 1995.
These increases in expenses were primarily attributable to increases in
operating expenses relating to the 1994 and 1995 Acquisitions, including the
payment of LMA fees which increased 409% to approximately $5.6 million for the
year ended December 31, 1995 as compared to $1.1 million for the year ended
December 31, 1994. Corporate overhead expenses increased 80.8% for the year
ended December 31, 1995 as compared to the year ended December 31, 1994. This is
partially due to increased expenses associated with being a public company
(e.g., directors and officers insurance, travel expenses and professional fees)
and to executive bonus accruals for executive bonuses which were paid based on
achieving in excess of 20% growth percentages in pro forma broadcast cash flow
for the year 1995 compared to 1994.

<PAGE>
Broadcast operating income increased from $19.6 million for the year ended
December 31, 1994 to $45.3 million for the year ended December 31, 1995, or
131.1%. The increase in broadcast operating income was primarily a result of the
1994 and 1995 Acquisitions and the increase in television broadcast revenues in
each of the Company's markets, and was partially offset by increased
amortization expenses related to the 1994 and 1995 Acquisitions.

Interest expense increased from $25.4 million for the year ended December 31,
1994 to $39.3 million for the year ended December 31, 1995, or 54.7%. The major
component of this increase in interest expense was increased borrowings under
the Bank Credit Agreement to finance the 1994 and 1995 Acquisitions. During
August of 1995, the Company issued the 1995 Notes and used a portion of the net
proceeds to repay outstanding indebtedness under the Bank Credit Agreement and
the remainder to increase the Company's cash balance by $91.4 million. The
interest expense related to the 1995 Notes was approximately $10.0 million in
1995. This increase was partially offset by the application of the net proceeds
of an offering of Class A Common Stock to reduce a portion of the indebtedness
under the Bank Credit Agreement during June 1995. Interest expense was also
reduced as a result of the application of net cash flow from operating
activities to further decrease borrowings under the Bank Credit Agreement.

Interest and other income increased from $2.4 million for the year ended
December 31, 1994 to $4.2 million for the year ended December 31, 1995, or
75.0%. The increase in interest income resulted primarily from the increase in
cash balances that remained from the proceeds of the 1995 Notes. Income (loss)
before benefit (provision) for income taxes and extraordinary items increased
from a loss of $3.4 million for the year ended December 31, 1994 to income of
$10.2 million for the year ended December 31, 1995.

Net income (loss) available to common shareholders improved from a loss of
$2.7 million for the year ended December 31, 1994 to income of $76,000 for the
year ended December 31, 1995. In August 1995, the Company consummated the sale
of the 1995 Notes generating net proceeds to the Company of $293.2 million. The
net proceeds from the 1995 Notes were utilized to repay outstanding indebtedness
under the Bank Credit Agreement of $201.8 million with the remainder being
retained for general corporate purposes including potential future acquisitions.
In conjunction with the early retirement of the indebtedness under the Bank
Credit Agreement, the Company recorded an extraordinary loss of $4.9 million net
of a tax benefit of $3.4 million, related to the write off of deferred financing
costs under the Bank Credit Agreement.

Broadcast cash flow increased from $67.6 million for the year ended December
31, 1994 to $111.1 million for the year ended December 31, 1995, or 64.3%. This
increase in broadcast cash flow was primarily due to the 1994 and 1995
Acquisitions, growth in market revenues and a reduction in program payments as a
percentage of net broadcast revenues from 12.0% for the year ended December 31,
1994 to 10.6% for the year ended December 31, 1995.

Operating cash flow increased from $64.6 million for the year ended December
31, 1994 to $105.8 million for the year ended December 31, 1995, or 63.8%.

Years Ended December 31, 1993 and 1994. Total revenues increased from $76.4
million for the year ended December 31, 1993 to $129.4 million for the year
ended December 31, 1994, or 69.4%. This increase includes revenues from the 1994
Acquisitions. When excluding the effect of revenues generated by the 1994
Acquisitions and non-cash revenues recognized from barter arrangements, total
revenues increased 12.4% for the year ended December 31, 1994 from the year
ended December 31, 1993. Net revenues for WPGH during this period increased
despite the loss of Arbitron meter service in the Pittsburgh market at the end
of 1993. The Company believes that Arbitron meter service was a more accurate
system than the diary service which replaced meter service in the Pittsburgh
market, and that the presence of meter service provides benefits to UHF
stations, such as WPGH. In May 1995 the Nielsen system in Pittsburgh was
upgraded to a meter system.

Operating expenses excluding depreciation and amortization and special
bonuses paid to executive officers increased from $32.2 million for the year
ended December 31, 1993 to $50.5 million for the year ended December 31, 1994,
or 56.8%. This increase was primarily due to the 1994 Acquisitions.

Broadcast operating income increased from $11.6 million for the year ended
December 31, 1993 to $19.6 million for the year ended December 31, 1994, or
69.0%. When excluding the effects of special bonuses paid to executive officers
during 1993 and 1994, broadcast operating income increased $1.6 million, or
7.3%,

<PAGE>
for the year ended December 31, 1994 as compared to the year ended December 31,
1993. Depreciation and amortization increased from $22.6 million for the year
ended December 31, 1993 to $55.7 million for the year ended December 31, 1994,
or 146.5%. This increase was due primarily to amortization and depreciation
expenses related to the 1994 Acquisitions as well as an increase in net
realizable value adjustments recorded during the year ended December 31, 1994 of
$7.1 million compared to net realizable value adjustments recorded during the
year ended December 31, 1993 of $1.6 million.

Interest expense increased from $12.9 million for the year ended December 31,
1993 to $25.4 million for the year ended December 31, 1994, or 96.9%. This
increase was due to increased interest expenses related to the 1994
Acquisitions, including interest expense related to holding $100.0 million of
proceeds of the 1993 Notes in escrow during the first quarter of 1994. The
Company subsequently redeemed $100.0 million of the 1993 Notes and financed a
portion of the 1994 Acquisitions through borrowings under the Bank Credit
Agreement. The Company maintains interest rate caps and floors on a portion of
its indebtedness under the Bank Credit Agreement. In 1994, the effect of these
interest rate caps and floors purchased, including the amortization of the
premium cost of the agreements, was to increase interest expense by an
additional $171,000.

Interest and other income increased from $2.1 million for the year ended
December 31, 1993 to $2.4 million for the year ended December 31, 1994, or
14.3%. An increase in interest income was realized in 1994 primarily due to
investment of the proceeds of the 1993 Notes during the time such proceeds were
held in escrow in the first quarter of 1994, and due to interest on greater cash
balances in the second quarter of 1994. These increases in interest income in
1994 were offset partially by life insurance proceeds received during the year
ended December 31, 1993 that were recorded as other income.

Income (loss) before (provision) benefit for income taxes and extraordinary
items decreased from income of $0.9 million for the year ended December 31, 1993
to a loss of $3.4 million for the year ended December 31, 1994.

Net loss decreased from $7.9 million for the year ended December 31, 1993 to
$2.7 million for the year ended December 31, 1994. When excluding the effects of
special bonuses paid to executive officers in 1993 and 1994, net loss decreased
$0.3 million for the year ended December 31, 1993 as compared to the year ended
December 31, 1994, primarily due to the increase in depreciation and
amortization expense described above.

The net loss for the year ended December 31, 1993 includes extraordinary
items related to a gain of $1.3 million on the purchase of warrants and a loss
of $9.2 million, net of the related income tax benefit, on repayment of
commercial bank debts and redemption of $100.0 million in principal amount of
the 1993 Notes.

Broadcast cash flow increased from $37.6 million for the year ended December
31, 1993 to $67.6 million for the year ended December 31, 1994, or 79.8%. The
increase in broadcast cash flow was a direct result of the 1994 Acquisitions and
the strong economic environment in broadcasting.

Operating cash flow increased from $35.5 million for the year ended December
31, 1993 to $64.6 million for the year ended December 31, 1994, or 82.0%.

LIQUIDITY AND CAPITAL RESOURCES

The capital structure of the Company consists of the Company's outstanding
long-term debt and stockholders' equity. The stockholders' equity consists of
common stock, preferred stock, additional paid in capital and accumulated
deficit. The Company's decrease in cash from $112.5 million at December 31, 1995
to $4.2 million at June 30, 1996 primarily resulted from cash payments made
relating to acquisitions and repayments of debt under the Bank Credit Agreement.
The Company's primary source of liquidity is cash provided by operations and
availability under the Bank Credit Agreement. As of October 31, 1996,
approximately $131.5 million was available for draws under the Bank Credit
Agreement.

In September 1996, the Company filed a registration statement on Form S-3
with the Securities and Exchange Commission with respect to the sale of up to
5,750,000 shares of Class A Common Stock by the Company, and subsequently
amended the registration statement to increase the number of shares

<PAGE>

that may be sold by the Company to 5,937,500 shares and to cover the sale of
1,250,000 shares by certain selling stockholders. On November 1, 1996, the
Company announced that it was withdrawing the offering and that it intended to
reconsider an offering in the future when market conditions are more favorable.
The Company also announced that it was considering purchasing currently
outstanding Class A Common Stock pursuant to a program it had announced earlier.
The Company had previously announced that it intends to offer up to $200 million
aggregate liquidation preference of preferred stock. The Company continues to
intend to make such an offering depending on market conditions, but there can be
no assurance as to the timing of such an offering or whether such an offering
will in fact be consummated. The Company intended to use the proceeds of the
offering of common or preferred stock to reduce indebtedness under the Bank
Credit Agreement. The Company believes that capital and liquidity requirements
can be met through its borrowing capacity and cash flows from operations whether
or not it completes an offering of either common or preferred stock.

Net cash flow from operating activities decreased from $13.9 million for the
six months ended June 30, 1995 to $5.6 million for the six months ended June 30,
1996. The Company made income tax payments of $7.5 million during the six months
ended June 30, 1995 compared to $5.6 million for the six months ended June 30,
1996 due to anticipated tax benefits generated by the Recent Acquisitions. The
Company made interest payments on outstanding indebtedness of $19.5 million
during the six months ended June 30, 1995 compared to $29.5 million for the six
months ended June 30, 1996 due to the additional interest expense relating to
the 1995 Notes and additional borrowings under the Bank Credit Facility to
finance the purchase of River City and KRRT. Program rights payments increased
from $9.9 million for the six months ended June 30, 1995 to $12.1 million for
the six months ended June 30, 1996, primarily as a result of the 1995
Acquisitions which occurred during the six months ended June 30, 1995 and
therefore resulted in less than a full six months of film payments in 1995. The
Company also made a $20.0 million payment of debt acquisition costs relating to
the financing required to consummate the River City Acquisition.

Net cash flow used in investing activities was $109.5 million for the six
months ended June 30, 1995 compared to $942.1 million for the six months ended
June 30, 1996. During February 1996, the Company completed the Flint Acquisition
for $35.4 million at which time the balance due to the seller of $34.4 million
was paid from the Company's existing cash balance. In January 1996, the Company
made a cash payment of $1.0 million relating to the acquisition of the license
and non-license assets of WYZZ in Peoria, Illinois which was consummated in July
1996 for a total purchase price of $21.1 million. In May 1996, the Company
completed the Superior Acquisition and made cash payments totaling $63.0 million
relating to the transaction. Also in May 1996, the Company completed the River
City Acquisition and made related cash payments totaling $838.7 million.

Net cash flow from financing activities was $96.6 million for the six months
ended June 30, 1995 compared to $828.3 million for the six months ended June 30,
1996. In May 1996, the Company utilized available indebtedness of $60.0 million
for the Superior Acquisition and simultaneously repaid indebtedness of $25.0
million. Also in May 1996, the Company utilized available indebtedness of $835.0
million for the River City Acquisition and simultaneously repaid indebtedness of
$36.0 million.

The Company has the rights to air numerous syndicated programs. As of June
30, 1996, the Company had commitments totaling $150.2 million to acquire future
program rights, some of which extend into the year 2004.

Under the Bank Credit Agreement, the Company was required to enter into
interest rate hedging agreements to protect up to 75% of the outstanding
balances under the term loans thereunder for three years from the original date
of the Bank Credit Agreement. The interest rate protection agreements were
required to protect the covered amounts, to a maximum rate of 9.5%, including
any spread paid to the lending banks. The Company obtained the required interest
rate protection at a cost of $1.1 million. The Company exchanged interest rate
caps on approximately $160.0 million in indebtedness during the three months
ended June 30, 1995 for certain interest rate swaps which fixed interest on such
indebtedness at rates between 5.85% and 7.00%. The Company has modified these
swaps to meet the requirements under the Bank Credit Agreement. The Company is
amortizing these costs over the lives of the agreements and has not recognized
any gain on them.

<PAGE>

The Company has the option to purchase all of the assets of River City
relating to WSYX-TV in Columbus, Ohio for $130 million plus the amount of debt
secured by such assets outstanding at the time of purchase (not to exceed $105
million). See "Business -- Acquisition Strategy." Pursuant to the Bank Credit
Agreement, an Incremental Credit Facility is available to fund up to $200
million of the exercise price of this option under certain circumstances. The
Company intends to use the Incremental Credit Facility and, if needed, the
proceeds of the issuances of additional equity securities discussed above to pay
the exercise price of the option. Absent additional equity financing,
restrictions under the Bank Credit Agreement and the Indentures would currently
prevent the Company from incurring additional indebtedness to exercise this
option.

The Company anticipates that funds from operations, existing cash balances
and availability of the Revolving Credit Facility under the Bank Credit
Agreement will be sufficient to meet its working capital, capital expenditures
and debt service requirements for the foreseeable future. However, to the extent
such funds are not sufficient, the Company may need to incur additional
indebtedness, refinance existing indebtedness or raise funds from the sale of
additional equity. The Bank Credit Agreement and the Indentures would restrict
the incurrence of additional indebtedness and the use of proceeds of an equity
issuance.

INCOME TAXES

A $1.8 million tax provision and a $2.1 million tax provision was recognized
for the year ended December 31, 1995 and for the six months ended June 30, 1996,
respectively. The provision at December 31, 1995 was comprised of a $5.2 million
tax provision relating to the Company's income before provision for income taxes
and an extraordinary item offset by a $3.4 million income tax benefit relating
to the extraordinary loss on early extinguishments of debt. The tax provision
and tax benefit reflects a 51% and 58% effective rate at December 31, 1996 and
at June 30, 1996, respectively which is higher than the statutory rate which is
primarily due to the non-deductibility of goodwill relating to the repurchase of
Common Stock in 1990. After giving effect to these changes the Company had net
deferred tax assets of $21.0 million and $4.0 million at December 31, 1995 and
at June 30, 1996, respectively. The realization of the net deferred tax asset is
contingent upon the Company's ability to generate sufficient future taxable
income to realize the future tax benefits associated with the net deferred tax
asset. The Company believes that the net deferred asset will be realized through
future operating results. This belief is based upon 1995 taxable income and the
projection of future years' results. Given that the taxable income for the year
ended December 31, 1995 was approximately $10.2 million before the non-recurring
charge for loss on early extinguishment of debt, the Company anticipates that
the impact of the recently acquired operations will contribute to the generation
of sufficient taxable income to ensure the realization of the net deferred
asset.

A $600,000 tax benefit was recognized for the year ended December 31, 1994,
which was 19.1% of the Company's loss before provision for income taxes. This
benefit was lower than the benefit calculated at statutory rates primarily due
to the non-deductible goodwill amortization. After effecting for these changes
the Company had net deferred tax assets of $12.5 million as of December 31,
1994.

CERTAIN ACCOUNTING MATTERS

The Financial Accounting Standards Board has issued SFAS No. 121 "Accounting
for the Impairment of Long Lived Assets," and SFAS No. 123, "Accounting for
stock based compensation." The adoption of these standards is not expected to
have a material effect on the Company's result of operations or financial
condition.

37
<PAGE>
INDUSTRY OVERVIEW

TELEVISION BROADCASTING

A substantial number of commercial television stations in the United States
are affiliated with ABC, CBS or NBC (the "Major Networks"). Each Major Network
provides the majority of its affiliates' programming each day without charge in
exchange for a substantial majority of the available advertising time in the
programs supplied. Each Major Network sells this advertising time and retains
the revenue. The affiliate receives compensation from the Major Network and
retains the revenue from time sold during breaks in and between network programs
and in programming the affiliate produces or purchases from non-network sources.

In contrast to stations affiliated with Major Networks, an independent
station supplies over-the-air programming through the acquisition of rights to
broadcast programs through syndication. This syndicated programming is generally
acquired by the independent stations for cash and occasionally barter.
Independent stations which acquire a program through syndication are usually
given exclusive rights to show the program in the station's market for either a
period of years or a number of episodes agreed upon between the independent
station and the syndicator of the programming. Types of syndicated programs
aired on the independent stations include feature films, popular series
previously shown on network television and series produced for direct
distribution to television stations.

Fox has established an affiliation of independent stations, commonly known as
the "fourth network," which operates on a basis similar to the Major Networks.
However, the 15 hours per week of programming supplied by Fox to its affiliates
are significantly less than that of the Major Networks and as a result, Fox
affiliates retain a significantly higher portion of the available inventory of
broadcast time for their own use than Major Network affiliates. As of August 1,
1996, Fox had 165 affiliated stations broadcasting to 94.6% of U.S. television
households.

During 1994, UPN established an affiliation of independent stations which
began broadcasting in January 1995 and operates on a basis similar to Fox.
However, UPN currently supplies only 10 hours of programming per week to its
affiliates, which is significantly less than that of Fox and, as a result, UPN
affiliates retain a significantly higher portion of the available inventory of
broadcast time for their own use than affiliates of Fox or the Major Networks.
As of August 1, 1996, UPN had 84 affiliated stations broadcasting to 73.0% of
U.S. television households.

In 1994 Warner Brothers announced its intention to establish a separate
affiliation of independent television stations similar to UPN, and began
broadcasting in January 1995. The amount of programming supplied by Warner
Brothers to its affiliates in 1996 is 7 hours per week, but Warner Brothers also
has indicated an intention to expand the programming over time to seven nights
per week. As of August 1, 1996, Warner Brothers had 98 affiliated stations
broadcasting to 84% of U.S. television households.

Television stations derive their revenues primarily from the sale of
national, regional and local advertising. All network-affiliated stations,
including those affiliated with Fox and others, are required to carry spot
advertising sold by their networks. This reduces the amount of advertising
available for sale directly by the network-affiliated stations. Network
affiliates generally are compensated for the broadcast of network advertising.
The compensation paid is negotiated, station-by-station, based on a fixed
formula, subject to certain adjustments. Stations directly sell all of the
remaining advertising to be inserted in network programming and all of the
advertising in non-network programming, retaining all of the revenues received
from these sales of advertising, less any commissions paid. Through barter and
cash-plus-barter arrangements, however, a national syndicated program
distributor typically retains a portion of the available advertising time for
programming it supplies, in exchange for no or reduced fees to the station for
such programming.

Advertisers wishing to reach a national audience usually purchase time
directly from the Major Networks, the Fox network, UPN, or Warner Brothers, or
advertise nationwide on an ad hoc basis. National advertisers who wish to reach
a particular region or local audience buy advertising time directly from local
stations through national advertising sales representative firms. Additionally,
local businesses purchase advertising time directly from the stations' local
sales staff. Advertising rates are based upon factors which include the size of
the DMA in which the station operates, a program's popularity among

<PAGE>
the viewers that an advertiser wishes to attract, the number of advertisers
competing for the available time, demographic characteristics of the DMA served
by the station, the availability of alternative advertising media in the DMA,
aggressive and knowledgeable sales forces and the development of projects,
features and marketing programs that tie advertiser messages to programming.
Because broadcast television stations rely on advertising revenues, declines in
advertising budgets, particularly in recessionary periods, will adversely affect
the broadcast business. Conversely, increases in advertising budgets may
contribute to an increase in the revenue and operating cash flow of a particular
broadcast television station.

Information regarding competition in the television broadcast industry is
set forth under "Business -- Competition."

RADIO BROADCASTING

The primary source of revenues for radio stations is generated from the sale
of advertising time to local and national spot advertisers and national network
advertisers. During the past decade, local advertising revenue as a percentage
of total radio advertising revenue in a given market has ranged from
approximately 79% to 82%. The growth in total radio advertising revenue tends to
be fairly stable and has generally grown at a rate faster than the Gross
Domestic Product ("GDP"). Total domestic radio advertising revenue reached an
all time record of $11.3 billion in 1995, as reported by the Radio Advertising
Bureau (the "RAB"), the highest level in the industry's history.

According to the RAB's Radio Marketing Guide and Fact Book for Advertisers,
1994-1995, radio reaches approximately 96% of all Americans over the age of 12
every week. More than one-half of all radio listening is done outside the home,
in contrast to other advertising media. The average adult listener spends
approximately three hours and 20 minutes per day listening to radio. Most radio
listening occurs during the morning, particularly between the time a listener
wakes up and the time the listener reaches work. This "morning drive time"
period reaches more than 85% of people over the age of 12 and, as a result,
radio advertising sold during this period achieves premium advertising rates.
Radio listeners have gradually shifted over the years from AM to FM stations. FM
reception, as compared to AM, is generally clearer and provides greater total
range and higher fidelity. In comparison to AM, FM's listener share is now in
excess of 75%, despite the fact that the number of AM and FM commercial stations
in the United States is approximately equal.

Radio is considered an efficient, cost-effective means of reaching
specifically identified demographic groups. Stations are typically classified by
their on-air format, such as country, adult contemporary, oldies and news/talk.
A station's format and style of presentation enable it to target certain
demographics. By capturing a specific share of a market's radio listening
audience, with particular concentration in a targeted demographic, a station is
able to market its broadcasting time to advertisers seeking to reach a specific
audience. Advertisers and stations utilize data published by audience measuring
services, such as Arbitron, to estimate how many people within particular
geographical markets and demographics listen to specific stations.

The number of advertisements that can be broadcast without jeopardizing
listening levels (and the resulting ratings) is limited in part by the format of
a particular station and the local competitive environment. Although the number
of advertisements broadcast during a given time period may vary, the total
number of advertisements broadcast on a particular station generally does not
vary significantly from year to year.

A station's local sales staff generates the majority of its local and
regional advertising sales through direct solicitations of local advertising
agencies and businesses. To generate national advertising sales, a station
usually will engage a firm that specializes in soliciting radio advertising
sales on a national level. National sales representatives obtain advertising
principally from advertising agencies located outside the station's market and
receive commissions based on the revenue from the advertising obtained.

Information regarding competition in the radio broadcast industry is set
forth under "Business -- Competition."

39
<PAGE>
BUSINESS

The Company is a diversified broadcasting company that owns or provides
programming services to more television stations than any other commercial
broadcasting group in the United States. The Company currently owns or provides
programming services to 28 television stations and has an option to acquire one
additional television station. The Company believes it is also one of the top 20
radio groups in the United States, when measured by total number of radio
stations owned, programmed or with which the Company has joint sales agreements
(JSAs). The Company owns or provides programming services to 21 radio stations,
has pending acquisitions of two radio stations (one of which it currently
programs pursuant to a local marketing agreement (LMA)), has JSAs with three
radio stations, and has options to acquire an additional seven radio stations.

The Company's radio station group is also geographically diverse with a
variety of programming formats including country, urban, news/talk/sports,
album/progressive rock and adult contemporary. Of the 25 stations owned,
programmed or with which the Company has a JSA, 12 broadcast on the AM band and
13 on the FM band. The Company owns or programs from two to seven stations in
all but one of the radio markets it serves.

The Company has undergone rapid and significant growth over the course of the
last five years. Beginning with the acquisition of WPGH in Pittsburgh in 1991,
the Company has increased the number of television stations it owns or programs
from three to 28. From 1991 to 1995, net broadcast revenues and operating cash
flow increased from $39.7 million to $187.9 million, and from $15.5 million to
$105.8 million, respectively. Pro forma for the acquisitions described below,
1995 net broadcast revenue and operating cash flow would have been $406.4
million and $190.6 million, respectively.

<PAGE>
TELEVISION BROADCASTING

The following table sets forth certain information regarding the television
stations owned and operated or provided programming services by the Company and
the markets in which they operate:

<TABLE>
<CAPTION>
NUMBER OF
COMMERCIAL EXPIRATION
MARKET STATIONS IN STATION DATE OF
MARKET RANK(a) STATIONS STATUS(b) CHANNEL AFFILIATION THE MARKET(c) RANK(d) FCC LICENSE
- ----------------------- -------- ---------- ------------ --------- ------------- -------------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Pittsburgh, Pennsylvania 19 WPGH O&O 53 FOX 4 8/1/99
WPTT LMA 22 UPN 6 5 8/1/99
St. Louis, Missouri .... 20 KDNL LMA (e) 30 ABC 7 5 2/1/98
Sacramento,California... 21 KOVR LMA (e) 13 CBS 8 3 2/1/99
Baltimore, Maryland ... 23 WBFF O&O 45 FOX 4 10/1/96 (j)
WNUV LMA 54 UPN 5 5 10/1/01
Indianapolis, Indiana . 25 WTTV LMA (e) 4 UPN 4 8/1/97
WTTK LMA (e)(f) 29 UPN 8 4 (f) 8/1/97
Cincinnati, Ohio....... 29 WSTR O&O 64 UPN 5 5 10/1/97
Raleigh-Durham, 30 WLFL O&O 22 FOX 3 12/1/96 (j)
North Carolina......... WRDC LMA 28 UPN 7 5 12/1/96 (j)
Milwaukee, Wisconsin .. 31 WCGV O&O 24 UPN 4 12/1/97
WVTV LMA 18 IND(i) 6 5 12/1/97
Kansas City, Missouri . 32 KSMO O&O 62 UPN 7 5 2/1/98
Columbus, Ohio......... 34 WTTE O&O 28 FOX 5 4 10/1/97
Asheville, North
Carolina and Greenville/
Spartanburg/Anderson,
South Carolina.......... 35 WFBC LMA (g) 40 IND(i) 6 5 12/1/96 (j)
WLOS LMA (e) 13 ABC 6 3 12/1/96 (j)
San Antonio, Texas .... 37 KABB LMA (e) 29 FOX 4 8/1/98
KRRT LMA (h) 35 UPN 7 6 8/1/98
Norfolk, Virginia...... 40 WTVZ O&O 33 FOX 6 4 10/1/96 (j)
Oklahoma City,
Oklahoma............... 43 KOCB O&O 34 UPN 7 5 6/1/98
Birmingham, Alabama ... 51 WTTO O&O 21 IND(i) 4 4/1/97
WABM LMA 68 UPN 5 5 4/1/97
Flint/Saginaw/Bay City,
Michigan............... 60 WSMH O&O 66 FOX 5 4 10/1/97
Lexington, Kentucky ... 68 WDKY O&O 56 FOX 5 4 8/1/97
Des Moines, Iowa....... 72 KDSM LMA (e) 17 FOX 4 4 2/1/98
Peoria/Bloomington,
Illinois............... 109 WYZZ O&O 43 FOX 4 4 12/1/97
Tuscaloosa, Alabama ... 187 WDBB LMA 17 IND(i) 2 2 4/1/97
</TABLE>
- ----------

(a) Rankings are based on the relative size of a station's DMA among the 211
generally recognized DMAs in the United States as estimated by Nielsen.

(b) "O&O" refers to stations owned and operated by the Company and "LMA" refers
to stations to which the Company provides programming services pursuant to
an LMA.

(c) Represents the number of television stations designed by Nielsen as "local"
to the DMA, excluding public television stations and stations which do not
meet the minimum Nielsen reporting standards (weekly cumulative audience of
at least 2.5%) for the Sunday- Saturday, 6:00 a.m. to 2:00 am. time period.

(d) The rank of each station in its market is based upon the May 1996 Nielsen
estimates of the percentage of persons tuned to each station in the market
from 6:00 a.m. to 2:00 a.m., Sunday-Saturday.

(footnotes continued on following page)

<PAGE>
(e) Non-License Assets acquired from River City and option exercised to acquire
License Assets. Will become owned and operated upon FCC approval of
transfer of License Assets and closing of acquisition of License Assets.

(f) WTTK currently simulcasts all of the programming aired on WTTV and the
station rank applies to the combined viewership of these stations.

(g) Non-License Assets acquired from River City. License Assets to be acquired
by Glencairn upon FCC approval of transfer of License Assets.

(h) River City provided programming to this station pursuant to an LMA. The
Company acquired River City's rights under the LMA from River City and the
Non-License Assets from the owners of this station. The License Assets are
to be transferred to Glencairn upon FCC approval of transfer of assets.

(i) "IND" or "Independent" refers to a station that is not affiliated with any
of ABC, CBS, NBC, Fox, UPN or Warner Brothers.

(j) License renewal pending.

OPERATING STRATEGY

The Company's television operating strategy includes the following key
elements.

ATTRACTING VIEWERSHIP

Popular Programming. The Company believes that an important factor in
attracting viewership to its stations is their network affiliations with Fox,
UPN, ABC and CBS. These affiliations enable the Company to attract viewers by
virtue of the quality first-run original programming provided by these networks
and the networks' promotion of such programming. The Company also seeks to
obtain, at attractive prices, popular syndicated programming that is
complementary to the station's network affiliation. Examples of popular
syndicated programming obtained by the Company for broadcast on its Fox and UPN
affiliates are "Mad About You," "Frasier," "The Simpsons," "Home Improvement"
and "Seinfeld." In addition to network programming, the Company's ABC and CBS
affiliates broadcast news magazine talk show, and game show programming such as
"Hard Copy," "Entertainment Tonight," "Regis and Kathie Lee," "Wheel of Fortune"
and "Jeopardy."

Children's Programming. The Company seeks to be a leader in children's
programming in each of its respective DMAs. The Company's nationally-recognized
"Kids Club" was the forerunner and model for the Fox network-wide marketing
efforts promoting children's programming. Sinclair carries the Fox Children's
Network ("FCN") and UPN's children's programming, both of which include
significant amounts of animated programming throughout the week. In those
markets where the Company owns or programs ABC or CBS affiliates, the Company
broadcasts those networks' animated programming during weekends. In addition to
this animated programming, the Company broadcasts other forms of children's
programming, which may be produced by the Company or by an affiliated network.

Counter-Programming. The Company's programming strategy on its Fox, UPN and
Independent stations also includes "counter-programming," which consists of
broadcasting programs that are alternatives to the types of programs being shown
concurrently on competing stations. This strategy is designed to attract
additional audience share in demographic groups not served by concurrent
programming on competing stations. The Company believes that implementation of
this strategy enables its stations to achieve competitive rankings in households
in the 18-49 and 25-54 demographics and to offer greater diversity of
programming in each of its DMAs.

Local News. The Company believes that the production and broadcasting of
local news can be an important link to the community and an aid to the station's
efforts to expand its viewership. In addition, local news programming can
provide access to advertising sources targeted specifically to local news. The
Company carefully assesses the anticipated benefits and costs of producing local
news prior to introduction at a Company station because a significant investment
in capital equipment is required and substantial operating expenses are incurred
in introducing, developing and producing local news programming. The Company
currently provides local news programming at WBFF in Baltimore, WLFL in
Raleigh/Durham, KDNL in St. Louis, KABB in San Antonio, KOVR in Sacramento and
WLOS in Asheville. The Company also broadcasts news programs on WDKY in
Lexington, which are produced in part by the Company and in part through the
purchase of production services from an independent third party and on WTTV in
Indianapolis, which are produced by a third party in exchange for a limited
number of advertising spots. The Company is negotiating an agreement with River
City pursuant to

<PAGE>
which River City will provide to the Company news production services with
respect to the production of news programming and on air talent on WTTE in
Columbus, Ohio. Pursuant to this agreement, River City will provide certain
services to the Company in return for a fee that will be negotiated. The Company
is planning to introduce news programming in Pittsburgh, its largest market, in
January 1997. The possible introduction of local news at the other Company
stations is reviewed periodically. The Company's policy is to institute local
news programming at a specific station only if the expected benefits of local
news programming at the station are believed to exceed the associated costs
after an appropriate start-up period.

Popular Sporting Events. The Company attempts to capture a portion of
advertising dollars designated to sports programming in selected DMAs. The
Company's independent and UPN affiliated stations generally face fewer
restrictions on broadcasting live local sporting events than do their
competitors that are affiliates of the major networks and Fox since affiliates
of the major networks are subject to prohibitions against preemptions of network
programming. The Company has been able to acquire the local television broadcast
rights for certain sporting events, such as NBA basketball, Major League
Baseball, NFL football, NHL hockey, ACC basketball, Big Ten football and
basketball and SEC football. The Company seeks to expand its sports broadcasting
in DMAs as profitable opportunities arise. In addition, the Company's stations
that are affiliated with Fox broadcast certain Major League Baseball games, NFL
football games and NHL hockey games.

INNOVATIVE LOCAL SALES AND MARKETING

The Company believes that it is able to attract new advertisers to its
stations and increase its share of existing customers' advertising budgets by
creating a sense of partnership with those advertisers. The Company develops
such relationships by training its sales forces to offer new marketing ideas and
campaigns to advertisers. These campaigns often involve the sponsorship by
advertisers of local promotional events that capitalize on the station's local
identity and programming franchises. For example, several of the Company's
stations stage local Kids Fairs which allow station advertisers to reinforce
their on-air advertising with their target audience. Through its strong local
sales and marketing focus, the Company seeks to capture an increasing share of
its revenues from local sources, which are generally more stable than national
advertising.

CONTROL OF OPERATING AND PROGRAMMING COSTS

By employing a disciplined approach to managing programming acquisition and
other costs, the Company has been able to achieve operating margins that the
Company believes are among the highest in the television broadcast industry. The
Company has sought in the past and will continue to seek to acquire quality
programming for prices at or below prices paid in the past. As an owner or
provider of programming services to 28 stations in 20 DMAs reaching
approximately 15% of U.S. television households, the Company believes that it is
able to negotiate favorable terms for the acquisition of programming. Moreover,
the Company emphasizes control of each of its stations' programming and
operating costs through program-specific profit analysis, detailed budgeting,
tight control over staffing levels and expense analysis.

ATTRACT AND RETAIN HIGH QUALITY MANAGEMENT

The Company believes that much of its success is due to its ability to
attract and retain highly skilled and motivated managers, both at the corporate
and local station levels. A portion of the compensation provided to general
managers, sales managers and other station managers is based on their achieving
certain operating results. The Company also provides its corporate and station
managers with deferred compensation plans offering options to acquire Class A
Common Stock.

COMMUNITY INVOLVEMENT

Each of the Company's stations actively participates in various community
activities and offers many community services. The Company's activities include
broadcasting programming of local interest and sponsorship of community and
charitable events. The Company also encourages its station employees to become
active members of their communities and to promote involvement in community and
charitable affairs. The Company believes that active community involvement by
its stations provides its stations with increased exposure in their respective
DMAs and ultimately increases viewership and advertising support.

<PAGE>
ESTABLISH LMAs

The Company believes that it can attain significant growth in operating cash
flow through the utilization of LMAs. By expanding its presence in a market in
which it owns a station, the Company can improve its competitive position with
respect to a demographic sector. In addition, by providing programming services
to an additional station in a market, the Company is able to realize significant
economies of scale in marketing, programming, overhead and capital expenditures.
The Company provides programming services pursuant to an LMA to an additional
station in seven of its twenty television markets.

PROGRAMMING AND AFFILIATIONS

The Company continually reviews its existing programming inventory and seeks
to purchase the most profitable and cost-effective syndicated programs available
for each time period. In developing its selection of syndicated programming, the
Company balances the cost of available syndicated programs with their potential
to increase advertising revenue and the risk of their reduced popularity during
the term of the program contract. The Company seeks to purchase primarily those
programs with contractual periods that permit programming flexibility and which
complement a station's overall programming strategy and counter-programming
strategy. Programs that can perform successfully in more than one time period
are more attractive due to the long lead time and multi-year commitments
inherent in program purchasing.

Twenty-four of the 28 television stations owned or provided programming
services by the Company operate as affiliates of Fox (ten stations), UPN (eleven
stations), ABC (two stations) and CBS (one station). The networks produce and
distribute programming in exchange for each station's commitment to air the
programming at specified times and for commercial announcement time during the
programming. In addition, networks other than Fox and UPN pay each affiliated
station a fee for each network-sponsored program broadcast by the stations.

On August 21, 1996, the Company entered into an agreement with Fox (the "Fox
Agreement") which, among other things, provides that affiliation agreements
between Fox and eight stations owned or provided programming services by the
Company (except as noted below) would be amended to have new five-year terms
commencing on the date of the Fox Agreement. Fox has the option to extend the
affiliation agreements for an additional five-year term and must extend all of
the affiliation agreements if it extends any (except that Fox may selectively
renew affiliation agreements if any station has breached its affiliation
agreement). The Fox Agreement also provides that the Company will have the right
to purchase, for fair market value, any station Fox acquires in a market
currently served by a Company owned Fox affiliate (other than Norfolk and
Raleigh-Durham markets) if Fox determines to terminate the affiliation agreement
with the Company's station in that market and operate the station acquired by
Fox as a Fox affiliate. The agreement confirmed that the affiliation agreement
for WTTO (Birmingham, Alabama) would terminate on September 1, 1996, and that
affiliation agreements for WTVZ (Norfolk, Virginia) and WLFL (Raleigh, North
Carolina) will terminate August 31, 1998. The agreement also includes provisions
limiting the ability of the Company to preempt Fox programming except where it
has existing programming conflicts or where the Company preempts to serve a
public purpose.

The Company's affiliation agreement with ABC for WLOS in Asheville has a term
which expires in September 1998, but which automatically renews for two year
periods unless either party elects to terminate on sixth months notice, and its
affiliation agreement with CBS in Sacramento has a 10-year term expiring in
2005. Each of the Company's UPN affiliation agreements is for three years and
expires in January 1998.

Each of the affiliation agreements relating to stations involved in the River
City Acquisition (other than River City's Fox affiliates) is terminable by the
network upon transfer of the License Assets of the station. In addition, KDNL
(St. Louis) is being operated as an ABC affiliate pursuant to terms negotiated
with ABC, but no affiliation agreement has been signed and ABC is not paying
affiliation fees, and WLOS (Asheville) is being operated pursuant to terms
negotiated with ABC to replace an existing agreement, but the new agreement has
not been signed and ABC is paying the lower affiliation fees called for under
the old agreement. See "Risk Factors -- Certain Affiliation Agreements."

44
<PAGE>
RADIO BROADCASTING

The Company acquired all of its interests in radio stations from River City
in the River City Acquisition. The following table sets forth certain
information regarding the radio stations (i) programmed by the Company, (ii)
with which the Company has joint sales agreements, or (iii) which the Company
has an option to acquire. Except as indicated, the Company owns the Non-License
Assets and License Assets of the following stations.

<TABLE>
<CAPTION>
RANKING OF STATION RANK EXPIRATION
GEOGRAPHIC STATION'S STATION PRIMARY IN PRIMARY DATE OF
MARKET MARKET BY PROGRAMMING DEMOGRAPHIC DEMOGRAPHIC FCC
SERVED(a) REVENUE(b) FORMAT TARGET(c) TARGET(d) LICENSE
- ---------------------- ------------ ------------------------ -------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Los Angeles........... 2
KBLA-AM (e).......... Korean NA N/A 12/1/97
St. Louis............. 17
KPNT-FM (f).......... Alternative Rock Adults 18-34 3 2/1/97
WVRV-FM (f).......... Adult Alternative Adults 25-54 12 12/1/96(g)
New Orleans........... 38
WLMG-FM.............. Adult Contemporary Women 25-54 7 6/1/03
KMEZ-FM.............. Urban Oldies Women 25-54 4 6/1/03
WWL-AM............... News/Talk/ Sports Adults 35-64 3 6/1/03
WSMB-AM.............. Talk/Sports Adults 35-64 17 6/1/03
Buffalo .............. 40
WMJQ-FM.............. Adult Contemporary Women 25-54 2 6/1/98
WKSE-FM.............. Contemporary Hit Radio Women 18-49 2 6/1/98
WBEN-AM.............. News/Talk/ Sports Adults 35-64 4 6/1/98
WWKB-AM.............. Country Adults 35-64 17 6/1/98
WGR-AM (h)........... Sports Adults 25-54 9 6/1/98
WWWS-AM (h).......... Urban Oldies Women 25-54 12 6/1/98
Memphis............... 43
WRVR-FM.............. Soft Adult Contemporary Women 25-54 1 8/1/03
WJCE-AM.............. Urban Oldies Women 25-54 11 8/1/03
WOGY-FM ............. Country Adults 25-54 9 8/1/03
Nashville............. 44
WLAC-FM.............. Adult Contemporary Women 25-54 5 8/1/03
Adult Urban
WJCE-FM.............. Contemporary Women 25-54 9 8/1/03
WLAC-AM.............. News/Talk/ Sports Adults 35-64 9 8/1/03
Greenville/Spartanburg 59
WFBC-FM (i).......... Contemporary Hit Radio Women 18-49 5 12/1/02
WORD-AM (i).......... News/Talk Adults 35-64 8 12/1/02
WFBC-AM (i).......... News/Talk Adults 35-64 12 12/1/02
WSPA-AM (i).......... Full Service/Talk Adults 35-64 18 12/1/02
WSPA-FM (i).......... Soft Adult Contemporary Women 25-54 4 12/1/02
WOLI-FM (i)(j)....... Oldies Adults 25-54 11 12/1/02
WOLT-FM (i)(k)....... Oldies Adults 25-54 13 12/1/02
Wilkes-Barre/Scranton 61
WKRZ-FM.............. Contemporary Hit Radio Adults 18-49 1 8/1/98
WGGY-FM.............. Country Adults 25-54 4 8/1/98
WILK-AM (l).......... News/Talk/ Sports Adults 35-64 6 8/1/98
WGBI-AM (l).......... News/Talk/ Sports Adults 35-64 41 8/1/98
WWSH-FM (h).......... Soft Hits Women 25-54 12 8/1/98
WILP-AM (m).......... News/Talk/ Sports Adults 35-64 27 8/1/98
WWFH-FM (n).......... Soft Hits Women 25-54 17 8/1/98

</TABLE>

(Footnotes on following page)

<PAGE>
- ----------

(a) Actual city of license may differ from the georgaphic market served.

(b) Ranking of the principal radio market served by the station among all U.S.
radio markets by 1995 aggregate gross radio broadcast revenue according to
1996 Broadcasting & Cable Yearbook.

(c) Due to variations that may exist within programming formats, the primary
demographic target of stations with the same programming format may be
different.

(d) All information concerning ratings and audience listening information is
derived from the Spring 1996 Arbitron Metro Area Ratings Survey (the
"Spring 1996 Arbitron"). Arbitron is the generally accepted industry source
for statistical information concerning audience ratings. Due to the nature
of listener surveys, other radio ratings services may report different
rankings; however, the Company does not believe that any radio ratings
service other than Arbitron is accorded significant weight in the radio
broadcast industry. "Station Rank in Primary Demographic Target" is the
ranking of the station among all radio stations in its market that are
ranked in its target demographic group and is based on the station's
average persons share in the primary demographic target in the applicable
Metro Survey Area. Source: Average Quarter Hour Estimates, Monday through
Sunday, 6:00 a.m. to midnight, Spring 1996 Arbitron.

(e) Programming is provided to this station by a third party pursuant to an
LMA.

(f) The Company owns the Non-License Assets of this station and programs this
station pursuant to an LMA with River City.

(g) Indicates license renewal pending.

(h) The Company sells advertising time on these stations pursuant to a JSA.

(i) The Company has an option to acquire Keymarket of South Carolina, Inc.,
which owns and operates WFBC-FM, WORD-AM and WFBC-FM, has an option to
acquire and provides programming services pursuant to an LMA to WSPA-AM and
WSPA-FM, and provides sales services pursuant to a JSA and has a option to
acquire WOLI-FM and WOLT-FM.

(j) WOLI-FM was formerly WXWX-FM.

(k) WOLT-FM was formerly WXWZ-FM

(l) WILK-AM and WGBI-AM simulcast their programming.

(m) WILP-AM was formerly WXPX-AM. This station is owned by a third party but
the Company provides programming to the station pursuant to an LMA. The
Company has an option to acquire this station, which it has exercised.

(n) HWWFH-FM was formerly WQEQ-FM. The Company has an option to acquire
WWFH-FM, which it has exercised. WWFH-FM rebroadcasts the programming of
WWSH-FM.

<PAGE>
Radio Operating Strategy

The Company's radio strategy is to operate a cluster of radio stations in
each of a variety of geographic markets throughout the country. In each
geographic market, the Company employs broadly diversified programming formats
to appeal to a variety of demographic groups within the market. The Company
seeks to strengthen the identity of each of its stations through its programming
and promotional efforts, and emphasizes that identity to a far greater degree
than the identity of any local radio personality.

The Company believes that its strategy of appealing to diverse demographic
groups in a variety of geographic markets allows it to reach a larger share of
the overall advertising market while realizing economies of scale and avoiding
dependence on one demographic or geographic market. The Company realizes
economies of scale by combining sales and marketing forces, back office
operations and general management in each geographic market. At the same time,
the geographic diversity of its portfolio of radio stations helps lessen the
potential impact of economic downturns in specific markets and the diversity of
demographic markets served helps lessen the impact of changes in listening
preferences. In addition, the geographic and demographic diversity allows the
Company to avoid dependence on any one or any small group of advertisers.

The Company's group of radio stations includes the top billing station group
in two markets and one of the top three billing station groups in each of its
markets other than Los Angeles, St. Louis and Nashville. Through ownership or
LMAs, the group also includes duopolies in six of its seven markets and, upon
exercise of options to acquire stations in the Greenville/Spartanburg market,
the Company will have duopolies in seven of its eight markets.

Depending on the programming format of a particular station, there are a
predetermined number of advertisements broadcast each hour. The Company
determines the optimum number of advertisements available for sale during each
hour without jeopardizing listening levels (and the resulting ratings). Although
there may be shifts from time to time in the number of advertisements available
for sale during a particular time of day, the total number of advertisements
available for sale on a particular station normally does not vary significantly.
Any change in net radio broadcasting revenue, with the exception of those
instances where stations are acquired or sold, is generally the result of
pricing adjustments made to ensure that the station effectively uses advertising
time available for sale, an increase in the number of commercials sold or a
combination of these two factors.

Large, well-trained local sales forces are maintained by the Company in each
of its radio markets. The Company's principal goal in its sales efforts is to
develop long-standing customer relationships through frequent direct contacts,
which the Company believes provides it with a competitive advantage.
Additionally, in some radio markets, duopolies permit the Company to offer
creative advertising packages to local, regional and national advertisers. Each
radio station programmed by the Company also engages a national independent
sales representative to assist it in obtaining national advertising revenues.
These representatives obtain advertising through national advertising agencies
and receive a commission from the radio station based on its gross revenue from
the advertising obtained.

BROADCASTING ACQUISITION STRATEGY

On February 8, 1996, the 1996 Act was signed into law. The 1996 Act
represents the most sweeping overhaul of the country's telecommunications laws
since the Communications Act of 1934. The 1996 Act relaxes the broadcast
ownership rules and simplifies the process for renewal of broadcast station
licenses.

The Company believes that the enactment of the 1996 Act presents a unique
opportunity to build a larger and more diversified broadcasting company.
Additionally, the Company expects that the opportunity to act as one of the
consolidators of the industry will enable the Company to gain additional
influence with program suppliers, television networks, other vendors, and
alternative delivery media. The Company also believes that the additions to its
management team as a result of the River City Acquisition will give it
additional resources to take advantage of these developments.

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In implementing its strategy, the Company seeks to identify and pursue
favorable station or group acquisition opportunities primarily in the 20th to
75th largest DMAs and MSAs. In assessing potential acquisitions, the Company
examines opportunities to improve revenue share, audience share and/or cost
control. Additional factors considered by the Company in a potential acquisition
include geographic location, demographic characteristics and competitive
dynamics of the market.

In furtherance of its acquisition strategy, the Company routinely reviews,
and conducts investigations of, potential television and radio station
acquisitions. When the Company believes a favorable opportunity exists, the
Company seeks to enter into discussions with the owners of such stations
regarding the possibility of an acquisition by the Company. At any given time,
the Company may be in discussions with one or more such station owners.

Since the 1996 Act became effective, the Company has acquired, obtained
options to acquire or has acquired the right to program or provide sales
services to 16 television and 33 radio stations for an aggregate consideration
of approximately $1.2 billion. The material terms of these acquisitions are
described below.

River City Acquisition. On May 31, 1996, pursuant to the Amended and Restated
Asset Purchase Agreement, the Company acquired all of the Non-License Assets of
River City other than the assets relating to WSYX-TV in Columbus, Ohio.
Simultaneously, the Company entered into a 10-year LMA with River City with
respect to all of River City's License Assets (with the exception of the License
Assets relating to WSYX) and was granted: (i) a 10-year option (the "License
Assets Option") to acquire River City's License Assets (with the exception of
the License Assets relating to WSYX); and (ii) a three-year option to acquire
the assets relating to WSYX-TV (both the License and Non-License Assets,
collectively the "Columbus Option"). The exercise price for the License Assets
Option is $20 million and the Company is required to pay an extension fee with
respect to the License Assets Option as follows: (1) 8% of $20 million for the
first year following the closing of the River City Acquisition; (2) 15% of $20
million for the second year following such closing and (3) 25% of $20 million
for each following year. The Non-License Assets acquired from River City relate
to eight television stations and 21 radio stations owned and operated by River
City. In addition, the Company acquired from another party the Non-License
Assets relating to one additional television station (KRRT) to which River City
provided programming pursuant to an LMA. The Company assigned its option to
acquire the License Assets of one television station (WFBC) to Glencairn, and
Glencairn also acquired the option to acquire the License Assets of KRRT. The
Company also acquired River City's rights under LMAs with respect to KRRT and
four radio stations to which River City provided programming or sales services.
The Company has exercised the License Assets Option and acquisition of the
License Assets is now subject to FCC approval of transfer of the License Assets.
There can be no assurance that this approval will be obtained. Applications for
transfer of the License Assets were filed in July and August, 1996, except
application for transfer of the License Assets relating to WTTV and WTTK. The
applications with respect to radio licenses have been granted and the transfer
of the License Assets has been consummated with respect to all but the two radio
stations in the St. Louis market, where a specific waiver, required because of
the Company's pending acquisition of a television station (KDNL) in the market,
is pending. See "Risk Factors -- Multiple Ownership Rules and Effect on LMAs."

The Company paid an aggregate of approximately $1.0 billion for the
Non-License Assets and the License Assets Option consisting of $838.7 million in
cash and 1,150,000 shares of Series A Exchangeable Preferred Stock of the
Company and 1,382,435 stock options. See "Management -- Employment Agreements."
The Series A Exchangeable Preferred Stock has been exchanged for 1,150,000
shares of Series B Preferred Stock of the Company, which have an aggregate
liquidation value of $115 million, and are convertible at any time, at the
option of the holders, into an aggregate of 4,181,818 shares of Class A Common
Stock of the Company (which had a market value on May 31, 1996 of approximately
$125.1 million). The exercise price for the Columbus Option is approximately
$130 million plus the amount of indebtedness secured by the WSYX assets on the
date of exercise (not to exceed the amount outstanding on the date of closing of
$105 million) and the Company is required to pay an extension fee with respect
to the Columbus Option as follows: (1) 8% of $130 million for the first year
following the closing of the River City Acquisition; (2) 15% of $130 million for
the second year following the closing; and (3) 25% of $130 million for each
following year. The extension fee accrues beginning on the date of

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closing, and is payable (beginning December 31, 1996) at the end of each
calendar quarter until such time as the option is exercised or River City sells
WSYX to a third party. Pursuant to the LMAs with River City and the owner of
KRRT, the Company is required to provide at least 166 hours per week of
programming to each television and radio station and, subject to certain
exceptions, River City and the owner of KRRT are required to broadcast all
programming provided by the Company. The Company is required to pay River City
and the owner of KRRT monthly fees under the LMAs in an amount sufficient to
cover specified expenses of operating the stations, which are currently
approximately $298,141 per month for all River City television and radio
stations the Company program (including KRRT). The Company has the right to sell
advertising time on the stations during the hours programmed by the Company.

The Company and River City filed notification under the Hart-Scott-Rodino
Antitrust Improvements Act (the "HSR Act") with respect to the Company's
acquisition of all River City assets prior to closing the acquisition. After the
United States Justice Department ("DOJ") indicated that it would request
additional information regarding the antitrust implications of the acquisition
of WSYX by the Company in light of the Company's ownership of WTTE, the Company
and River City agreed to submit separate notifications with respect to the WSYX
assets and the other River City assets. The DOJ then granted early termination
of the waiting period with respect to the transfer of the River City assets
other than WSYX, permitting the acquisition of those assets to proceed. The
Company and River City agreed to notify the DOJ 30 days before entering into an
LMA or similar agreement with respect to WSYX and agreed not to enter into such
an agreement until 20 days after substantially complying with any request for
confirmation from DOJ regarding the transaction. The Company is in the process
of preparing a submission to the DOJ regarding the competitive effects of
entering into an LMA arrangement in Columbus. The Company has agreed to sell the
License Assets of WTTE to Glencairn and to enter into an LMA with Glencairn to
provide programming services to WTTE, but the Company does not believe that this
transaction will be completed unless the Company acquires WSYX.

In the River City Acquisition, the Company also acquired an option held by
River City to purchase either (i) all of the assets of Keymarket of South
Carolina, Inc. ("KSC") for the forgiveness of debt held by the Company in an
aggregate principal amount of approximately $7.4 million as of August 22, 1996,
plus payment of approximately $1,000,000 less certain adjustments or (ii) all of
the stock of KSC for $1,000,000 less certain adjustments. KSC owns and operates
three radio stations in the Greenville/Spartanburg, South Carolina ADI (WFBC-FM,
WFBC-AM and WORD-AM). The options to acquire the assets and stock of KSC expire
on December 31, 1997. KSC also holds an option to acquire from Spartan
Radiocasting, Inc. certain assets relating to two additional stations (WSPA-AM
and WSPA-FM) in the Greenville/Spartanburg ADI and which KSC currently operates
pursuant to an LMA. KSC's option to acquire these assets is exercisable for
$5.15 million and expires in January 2000, subject to extension to the extent
the applicable LMA is extended beyond that date. KSC also has an option to
acquire assets of Palm Broadcasting Company, L.P., which owns two additional
stations in the Greenville/Spartanburg ADI (WOLI-FM and WOLT-FM) in an amount
equal to the outstanding debt of Palm Broadcasting Company, L.P. to the Company
which is approximately $3.0 million as of June 30, 1996. This option expires in
April, 2001. KSC has a JSA with Palm Broadcasting Company, L.P., but does not
provide programming for WOLI or WOLT.

Superior Acquisition. On May 8, 1996, the Company acquired WDKY-TV
(Lexington, Kentucky) and KOCB-TV (Oklahoma City, Oklahoma) by acquiring the
stock of Superior Communications, Inc. for approximately $63.0 million.

Flint Acquisition. On February 27, 1996 the Company acquired the assets of
WSMH-TV (Flint, Michigan) for approximately $35.4 million by exercising options
acquired in May 1995.

Cincinnati/Kansas City Acquisitions. On July 1, 1996, the Company acquired
the assets of KSMO-TV (Kansas City, Missouri) and on August 1, 1996, it acquired
the assets of WSTR-TV (Cincinnati, Ohio) for approximately $34.2 million.

Peoria/Bloomington Acquisition. On July 1, 1996, the Company acquired the
assets of WYZZ-TV (Peoria/Bloomington, Illinois) for approximately $21.2
million.

<PAGE>
LOCAL MARKETING AGREEMENTS

The Company generally enters into LMAs and similar arrangements with stations
located in markets in which the Company already owns and operates a station, and
in connection with acquisitions, pending regulatory approval of transfer of
License Assets. Under the terms of the LMAs the Company makes specified periodic
payments to the owner-operator in exchange for the grant to the Company of the
right to program and sell advertising on a specified portion of the station's
inventory of broadcast time. Nevertheless, as the holder of the FCC license, the
owner-operator retains full control and responsibility for the operation of the
station, including control over all programming broadcast on the station.

The Company currently has LMA arrangements with stations in five markets in
which it owns a television station: Pittsburgh, Pennsylvania (WPTT), Baltimore,
Maryland (WNUV), Raleigh/Durham, North Carolina (WRDC), Milwaukee, Wisconsin
(WVTV) and Birmingham, Alabama (WABM). The Company also has LMA arrangements in
two markets (San Antonio and Asheville/Greenville/Spartanburg) in which the
Company will own a station upon completion of the acquisition of License Assets
from River City. In addition, the Company has an LMA arrangement with a station
in the Tuscaloosa, Alabama market (WDBB), which is adjacent to Birmingham. In
each of these markets other than Pittsburgh and Tuscaloosa, the LMA arrangement
is (or will be after transfer of License Assets from River City) with Glencairn
and the Company owns the Non-License Assets (as defined below) of the stations.
See "Risk Factors -- Multiple Ownership Rules and Effect on LMAs; Challenges to
LMAs." The Company also provides programming pursuant to an LMA to one radio
station in an MSA where it has interests in other radio stations. The Company
owns the Non-License Assets of one radio station (KBLA-AM in Los Angeles) which
an independent third party programs pursuant to an LMA.

The Company believes that it is able to increase its revenues and improve its
margins by providing programming services to stations in selected DMAs and MSAs
where the Company already owns a station. In certain instances, single station
operators and stations operated by smaller ownership groups do not have the
management expertise or the operating efficiencies available to the Company as a
multi-station broadcaster. The Company seeks to identify such stations in
selected markets and to provide such stations with programming services pursuant
to LMAs. In addition to providing the Company with additional revenue
opportunities, the Company believes that these LMA arrangements have assisted
certain stations whose operations may have been marginally profitable to
continue to air popular programming and contribute to diversity of programming
in their respective DMAs and MSAs.

In cases where the Company enters into LMA arrangements in connection with a
station whose acquisition by the Company is pending FCC approval, the Company
(i) obtains an option to acquire the station assets essential for broadcasting a
television or radio signal in compliance with regulatory guidelines, generally
consisting of the FCC license, transmitter, transmission lines, technical
equipment, call letters and trademarks, and certain furniture, fixtures and
equipment (the "License Assets") and (ii) acquires the remaining assets (the
"Non-License Assets") at the time it enters into the option. Following
acquisition of the Non-License Assets, the License Assets continue to be owned
by the owner-operator and holder of the FCC license, which enters into an LMA
with the Company. After FCC approval for transfer of the License Assets is
obtained, the Company exercises its option to acquire the License Assets and
become the owner-operator of the station, and the LMA arrangement is terminated.

In connection with the River City Acquisition, the Company entered into an
LMA in the form of time brokerage agreements ("TBAs") with River City and the
owner of KRRT with respect to each of the nine television and 21 radio stations
with respect to which the Company acquired Non-License Assets. The TBAs are for
a ten-year term, which corresponds with the term of the option the Company holds
to acquire the related River City License Assets. Pursuant to the TBA, the
Company pays River City and the owner of KRRT fees in return for which the
Company acquires all of the inventory of broadcast time of the stations and the
right to sell 100% of each station's inventory of advertising time. The Company
has filed or will file applications with respect to the transfer of the License
Assets of seven of the nine television stations and the 21 radio stations with
respect to which the Company acquired Non-License Assets in the River City
Acquisition. Such applications have been granted and the transfer of the License
Assets has been consummated with respect to 19 of the 21 radio stations. The
approval of

<PAGE>

the transfer of the two remaining radio licenses is subject to waiver of FCC
cross-ownership rules. Upon grant of FCC approval of the transfer of License
Assets with respect to these stations, the Company intends to acquire the
License Assets, and thereafter the LMAs will terminate and the Company will
operate the stations. With respect to the remaining two television stations,
Glencairn has applied for transfer of the License Assets of these stations, and
the Company intends to enter into LMAs with Glencairn with respect to these
stations upon FCC approval of the transfer of the License Assets to Glencairn.
Petitions to deny or informal objections have been filed against these
applications by third parties. See "Risk Factors -- Multiple Ownership Rules and
Effect on LMAs."

In addition to its LMAs, the Company sells advertising for (but does not
provide programming to) three radio stations pursuant to JSAs in ADIs in which
it has interests in other radio stations. Under the Company's JSAs, the Company
has obtained the right, for a fee paid to the owner and operator of the station,
to sell substantially all of the commercial advertising on the station.

FEDERAL REGULATION OF TELEVISION AND RADIO BROADCASTING

The ownership, operation and sale of television and radio stations are
subject to the jurisdiction of the FCC, which acts under authority granted by
the Communications Act. Among other things, the FCC assigns frequency bands for
broadcasting; determines the particular frequencies, locations and operating
power of stations; issues, renews, revokes and modifies station licenses;
regulates equipment used by stations; adopts and implements regulations and
policies that directly or indirectly affect the ownership, operation and
employment practices of stations; and has the power to impose penalties for
violations of its rules or the Communications Act.

The following is a brief summary of certain provisions of the Communications
Act, the recently-enacted Telecommunications Act of 1996 (the "1996 Act") and of
specific FCC regulations and policies. Reference should be made to the
Communications Act, FCC rules and the public notices and rulings of the FCC for
further information concerning the nature and extent of federal regulation of
broadcast stations.

License Grant and Renewal. Television stations operate pursuant to
broadcasting licenses that are granted by the FCC for maximum terms of five
years, and radio stations operate pursuant to broadcasting licenses that are
granted by the FCC for maximum terms of seven years. The 1996 Act authorizes the
FCC to grant all broadcast licenses (both television and radio) for maximum
terms of eight years, and the FCC has pending a rulemaking proceeding to
implement this statutory change.

Television and radio station licenses are subject to renewal upon application
to the FCC. During certain periods when renewal applications are pending,
competing applicants may file for the radio or television frequency being used
by the renewal applicant. During the same periods, petitions to deny license
renewal applications may be filed by interested parties, including members of
the public. Prior to the 1996 Act, the FCC was generally required to hold
hearings on renewal applications if a competing application against a renewal
application was filed, if the FCC was unable to determine that renewal of a
license would serve the public interest, convenience and necessity, or if a
petition to deny raised a "substantial and material question of fact" as to
whether the grant of the renewal application would be prima facie consistent
with the public interest, convenience and necessity.

The 1996 Act does not prohibit either the filing of petitions to deny license
renewals or the filing of competing applications. Under the 1996 Act, the FCC is
still required to hold hearings on renewal applications if it is unable to
determine that renewal of a license would serve the public interest, convenience
or necessity, or if a petition to deny raises a "substantial and material
question of fact" as to whether the grant of the renewal application would be
prima facie inconsistent with the public interest, convenience and necessity.
Pursuant to the 1996 Act, however, the FCC is prohibited from considering
competing applications for a renewal applicant's frequency, and is required to
grant the renewal application, if the FCC finds (i) that the station has served
the public interest, convenience and necessity; (ii)

<PAGE>
that there have been no serious violations by the licensee of the Communications
Act or the rules and regulations of the FCC; and (iii) there have been no other
violations by the licensee of the Communications Act or the rules and
regulations of the FCC that, when taken together, would constitute a pattern of
abuse.

All of the stations that the Company (i) owns and operates; (ii) intends to
acquire pursuant to the River City Acquisition and other acquisitions; (iii)
currently provides programming services to pursuant to an LMA or (iv) currently
sells advertising on pursuant to a JSA, are presently operating under regular
licenses with terms of five years (for television stations) and seven years (for
radio stations), which expire as to each station on the dates set forth under
"Television Broadcasting" and "Radio Broadcasting," above. Although renewal of
license is granted in the vast majority of cases even when petitions to deny are
filed, there can be no assurance that the licenses of such stations will be
renewed.

OWNERSHIP MATTERS

GENERAL

The Communications Act prohibits the assignment of a broadcast license or the
transfer of control of a broadcast licensee without the prior approval of the
FCC. In determining whether to permit the assignment or transfer, or the grant
or renewal of, a broadcast license, the FCC considers a number of factors
pertaining to the licensee, including compliance with various rules limiting
common ownership of media properties, the "character" of the licensee and those
persons holding "attributable" interests therein, and compliance with the
Communications Act's limitations on Alien ownership.

To obtain the FCC's prior consent to assign or transfer a broadcast license,
appropriate applications must be filed with the FCC. If the application involves
the assignment of the license or a "substantial change" in ownership or control
(i.e., the transfer of more than 50% of the voting stock), the application must
be placed on public notice for a period of approximately 30 days during which
petitions to deny the application may be filed by interested parties, including
members of the public. If an assignment application does not involve new
parties, or if a transfer application does not involve a "substantial change" in
ownership or control, it is a "pro forma" application. The "pro forma"
application is nevertheless subject to having informal objections filed against
it. If the FCC grants an assignment or transfer application, interested parties
have approximately 30 days from public notice of the grant to seek
reconsideration of that grant. Generally, parties that do not file initial
petitions to deny or informal objections against the application face a high
hurdle in seeking reconsideration of the grant. The FCC normally has
approximately an additional 10 days to set aside such grant on its own motion.
When passing on an assignment or transfer application, the FCC is prohibited
from considering whether the public interest might be served by an assignment or
transfer to any party other than the assignee or transferee specified in the
application.

The FCC generally applies its ownership limits to "attributable" interests
held by an individual, corporation, partnership or other association. In the
case of corporations holding, or through subsidiaries controlling, broadcast
licenses, the interests of officers, directors and those who, directly or
indirectly, have the right to vote 5% or more of the corporation's stock (or 10%
or more of such stock in the case of insurance companies, investment companies
and bank trust departments that are passive investors) are generally
attributable, except that, in general, no minority voting stock interest will be
attributable if there is a single holder of more than 50% of the outstanding
voting power of the corporation. The FCC has a pending rulemaking proceeding
that, among other things, seeks comment on whether the FCC should modify its
attribution rules by, among other things, (i) raising the attribution stock
benchmark from 5% to 10%; (ii) raising the attribution stock benchmark for
passive investors from 10% to 20%; (iii) restricting the availability of the
single majority shareholder exemption; and (iv) attributing certain interests
such as non-voting stock, debt and certain holdings by limited liability
corporations in certain circumstances.

The Controlling Stockholders hold attributable interests in two entities
owning media properties, namely: Channel 63, Inc., licensee of WIIB-TV, a UHF
television station in Bloomington, Indiana, and Bay Television, Inc., licensee
of WTTA-TV, a UHF television station in St. Petersburg, Florida. All of

<PAGE>
the issued and outstanding shares of Channel 63, Inc. are owned by the
Controlling Stockholders. All the issued and outstanding shares of Bay
Television, Inc. are owned by the Controlling Stockholders (75%) and Robert L.
Simmons (25%), a former stockholder of the Company. The Controlling Stockholders
have agreed to divest their attributable interests in Channel 63, Inc. and the
Company believes that, after doing so, such holdings will not materially
restrict its ability to acquire or program additional broadcast stations.

Under its "cross-interest" policy, the FCC considers certain "meaningful"
relationships among competing media outlets in the same market, even if the
ownership rules do not specifically prohibit the relationship. Under this
policy, the FCC may consider significant equity interests combined with an
attributable interest in a media outlet in the same market, joint ventures, and
common key employees among competitors. The cross-interest policy does not
necessarily prohibit all of these interests, but requires that the FCC consider
whether, in a particular market, the "meaningful" relationships between
competitors could have a significant adverse effect upon economic competition
and program diversity. Heretofore, the FCC has not applied its cross-interest
policy to LMAs and JSAs between broadcast stations. In its ongoing rulemaking
proceeding concerning the attribution rules, the FCC has sought comment on,
among other things, (i) whether the cross-interest policy should be applied only
in smaller markets, and (ii) whether non-equity financial relationships such as
debt, when combined with multiple business interrelationships such as LMAs and
JSAs, raise concerns under the cross-interest policy.

The Communications Act prohibits the issuance of broadcast licenses to, or
the holding of a broadcast license by, any corporation of which more than 20% of
the capital stock is owned of record or voted by non-U.S. citizens or their
representatives or by a foreign government or a representative thereof, or by
any corporation organized under the laws of a foreign country (collectively,
"Aliens"). The Communications Act also authorizes the FCC, if the FCC determines
that it would be in the public interest, to prohibit the issuance of a broadcast
license to, or the holding of a broadcast license by, any corporation directly
or indirectly controlled by any other corporation of which more than 25% of the
capital stock is owned of record or voted by Aliens. The Company has been
advised that the FCC staff has interpreted this provision to require a finding
that such grant or holding would be in the public interest before a broadcast
license may be granted to or held by any such corporation and that the FCC staff
has made such a finding only in limited circumstances. The FCC has issued
interpretations of existing law under which these restrictions in modified form
apply to other forms of business organizations, including partnerships. As a
result of these provisions, the licenses granted to subsidiaries of the Company
by the FCC could be rescinded if, among other restrictions imposed by the FCC,
more than 25% of the Company's stock were owned or voted by Aliens. The Company
and the Subsidiaries are domestic corporations, and the Controlling Stockholders
are all United States citizens. The Amended and Restated Articles of
Incorporation of the Company (the "Amended Certificate") contains limitations on
Alien ownership and control that are substantially similar to those contained in
the Communications Act. Pursuant to the Amended Certificate, the Company has the
right to repurchase Alien-owned shares at their fair market value to the extent
necessary, in the judgment of the Board of Directors, to comply with the Alien
ownership restrictions. See "Description of Capital Stock -- Foreign Ownership."

TELEVISION

National Ownership Rule. Prior to the 1996 Act, FCC rules generally
prohibited an individual or entity from having an attributable interest in more
than 12 television stations nationwide, or in television stations reaching more
than 25% of the national television viewing audience. Pursuant to the 1996 Act,
the FCC has modified its rules to eliminate any limitation on the number of
television stations an individual or entity may own nationwide, subject to the
restriction that no individual or entity may have an attributable interest in
television stations reaching more than 35% of the national television viewing
audience. Historically, VHF stations have shared a larger portion of the market
than UHF stations. Therefore, only half of the households in the market area of
any UHF station are included when calculating whether an entity or individual
owns television stations reaching more than 35% of the national television
viewing audience. All but three of the stations owned and operated by the
Company, or to which the Company provides programming services, are UHF.

<PAGE>
Duopoly Rule. On a local level, the television "duopoly" rule generally
prohibits a single individual or entity from having an attributable interest in
two or more television stations with overlapping Grade B service areas. While
the 1996 Act has not eliminated the TV duopoly rule, it does direct the FCC to
initiate a rulemaking proceeding to determine whether to retain, modify, or
eliminate the rule. The FCC has pending a rulemaking proceeding in which it has
sought comment on various proposals to modify the TV duopoly rule, including (i)
decreasing the prohibited signal overlap for purposes of the rule from Grade B
to Grade A; and (ii) permitting common ownership of two television stations in
certain local markets.

Local Marketing Agreements. Over the past few years, a number of television
stations, including certain of the Company's stations, have entered into what
have commonly been referred to as LMAs. While these agreements may take varying
forms, pursuant to a typical LMA, separately owned and licensed television
stations agree to enter into cooperative arrangements of varying sorts, subject
to compliance with the requirements of antitrust laws and with the FCC's rules
and policies. Under these types of arrangements, separately-owned stations could
agree to function cooperatively in terms of programming, advertising sales,
etc., subject to the requirement that the licensee of each station shall
maintain independent control over the programming and operations of its own
station. One typical type of LMA is a programming agreement between two
separately-owned television stations serving a common service area, whereby the
licensee of one station programs substantial portions of the broadcast day on
the other licensee's station, subject to ultimate editorial and other controls
being exercised by the latter licensee, and sells advertising time during such
program segments. Such arrangements are an extension of the concept of "time
brokerage" agreements, under which a licensee of a station sells blocks of time
on its station to an entity or entities which program the blocks of time and
which sell their own commercial advertising announcements during the time
periods in question. Over the past few years, the staff of the FCC's Mass Media
Bureau has held that LMAs are not contrary to the Communications Act, provided
that the licensee of the station which is being substantially programmed by
another entity maintains complete responsibility for and control over
programming and operations of its broadcast station and assures compliance with
applicable FCC rules and policies.

At present, FCC rules permit television station LMAs, and the licensee of a
television station brokering time on another television station is not
considered to have an attributable interest in the brokered station. However, in
connection with its ongoing rulemaking proceeding regarding the television
duopoly rule, the FCC has proposed to adopt rules providing that the licensee of
a television station which brokers more than 15% of the time on another
television station serving the same market would be deemed to have an
attributable interest in the brokered station for purposes of the national and
local multiple ownership rules.

The 1996 Act provides that nothing therein "shall be construed to prohibit
the origination, continuation, or renewal of any television local marketing
agreement that is in compliance with the regulations of the [FCC]." The
legislative history of the 1996 Act reflects that this provision was intended to
grandfather television LMAs that were in existence upon enactment of the 1996
Act, and to allow television LMAs consistent with the FCC's rules subsequent to
enactment of the 1996 Act. The Company's LMAs with television stations WPTT in
Pittsburgh, Pennsylvania, WNUV in Baltimore, Maryland, WVTV in Milwaukee,
Wisconsin, WRDC in Raleigh/Durham, North Carolina, WABM in Birmingham, Alabama,
and WDBB in Tuscaloosa, Alabama, were in existence on the date of enactment of
the 1996 Act. The Company's LMAs with television stations KDNL in St. Louis,
Missouri, KOVR in Sacramento, California, WTTV and WTTK in Indianapolis,
Indiana, WLOS in Asheville, North Carolina, WFBC in Greenville-Spartanburg,
South Carolina, KABB in San Antonio, Texas, and KDSM in Des Moines, Iowa, were
entered into subsequent to the date of enactment of the 1996 Act. The Company's
LMA with television station KRRT in Kerrville, Texas was in existence on the
date of enactment of the 1996 Act, but was assumed by the Company subsequent to
that date.

<PAGE>
The TV duopoly rule currently prevents the Company from acquiring the
licenses of television stations with which it has LMAs in those markets where
the Company owns a television station. As a result, if the FCC were to decide
that the provider of programming services under a television LMA should be
treated as having an attributable interest in the brokered station, and if it
did not relax its television duopoly rule, the Company could be required to
modify or terminate those of its LMAs that were not in existence on the date of
enactment of the 1996 Act. In such an event, the Company could be required to
pay termination penalties under certain of such LMAs. Further, if the FCC were
to find, in connection with any of the Company's LMAs, that the owners/licensees
of the stations with which the Company has LMAs failed to maintain control over
their operations as required by FCC rules and policies, the licensee of the LMA
station and/or the Company could be fined or set for hearing, the outcome of
which could be a monetary forfeiture or, under certain circumstances, loss of
the applicable FCC license. The Company is unable to predict the ultimate
outcome of possible changes to these FCC rules and the impact such FCC rules may
have on its broadcasting operations.

On June 1, 1995, the Chief of the FCC's Mass Media Bureau released a Public
Notice concerning the processing of television assignment and transfer
applications proposing LMAs. Due to the pendency of the ongoing rulemaking
proceeding concerning attribution of ownership, the Mass Media Bureau has placed
certain restrictions on the types of television assignment and transfer
applications involving LMAs that it will approve during the pendency of the
rulemaking. Specifically, the Mass Media Bureau has stated that it will not
approve arrangements where a time broker seeks to finance a station acquisition
and hold an option to purchase the station in the future. None of the Company's
LMAs or TBAs fall within the ambit of this Public Notice.

RADIO

National Ownership Rule. Prior to the 1996 Act, the FCC's rules limited an
individual or entity from holding attributable interests in more than 20 AM and
20 FM radio stations nationwide. Pursuant to the 1996 Act, the FCC has modified
its rules to eliminate any limitation on the number of radio stations a single
individual or entity may own nationwide.

Local Ownership Rule. Prior to the 1996 Act, the FCC's rules generally
permitted an individual or entity to hold attributable interests in no more than
four radio stations in a local market (no more than two of which could be in the
same service (AM or FM)), and then only if the aggregate audience share of the
commonly owned stations did not exceed 25%. In markets with fewer than 15
commercial radio stations, an individual or entity could hold an attributable
interest in no more than three radio stations in the market (no more than two of
which could be in the same service), and then only if the number of the commonly
owned stations did not exceed 50% of the total number of commercial radio
stations in the market.

Pursuant to the 1996 Act, the limits on the number of radio stations one
entity may own locally have been increased as follows: (i) in a market with 45
or more commercial radio stations, an entity may own up to eight commercial
radio stations, not more than five of which are in the same service (AM or FM);
(ii) in a market with between 30 and 44 (inclusive) commercial radio stations,
an entity may own up to seven commercial radio stations, not more than four of
which are in the same service; (iii) in a market with between 15 and 29
(inclusive) commercial radio stations, an entity may own up to six commercial
radio stations, not more than four of which are in the same service; and (iv) in
a market with 14 or fewer commercial radio stations, an entity may own up to
five commercial radio stations, not more than three of which are in the same
service, except that an entity may not own more than 50% of the stations in such
market. These numerical limits apply regardless of the aggregate audience share
of the stations sought to be commonly owned. FCC ownership rules continue to
permit an entity to own one FM and one AM station in a local market regardless
of market size. Irrespective of FCC rules governing radio ownership, however,
the Department of Justice has the authority to determine, and in certain recent
radio transactions not involving the Company has determined, that a particular
transaction presents antitrust concerns.

Local Marketing Agreements. As in television, a number of radio stations have
entered into LMAs. The Company has entered into LMAs with certain radio stations
in connection with the River City Acquisition.

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The FCC's multiple ownership rules specifically permit radio station LMAs to
be entered into and implemented, so long as the licensee of the station which is
being programmed under the LMA maintains complete responsibility for and control
over programming and operations of its broadcast station and assures compliance
with applicable FCC rules and policies. For the purposes of the multiple
ownership rules, in general, a radio station being programmed pursuant to an LMA
by an entity is not considered an attributable ownership interest of that entity
unless that entity already owns a radio station in the same market. However, a
licensee that owns a radio station in a market, and brokers more than 15% of the
time on another station serving the same market, is considered to have an
attributable ownership interest in the brokered station for purposes of the
FCC's multiple ownership rules. As a result, in a market in which the Company
owns a radio station, the Company would not be permitted to enter into an LMA
with another local radio station which it could not own under the local
ownership rules, unless the Company's programming constituted 15% or less of the
other local station's programming time on a weekly basis. The FCC's rules also
prohibit a broadcast licensee from simulcasting more than 25% of its programming
on another station in the same broadcast service (i.e., AM-AM or FM-FM) through
a time brokerage or LMA arrangement where the brokered and brokering stations
serve substantially the same area.

Joint Sales Agreements. Over the past few years, a number of radio (and
television) stations have entered into cooperative arrangements commonly known
as joint sales agreements, or JSAs. While these agreements may take varying
forms, under the typical JSA, a station licensee obtains, for a fee, the right
to sell substantially all of the commercial advertising on a separately-owned
and licensed station in the same market. The typical JSA also customarily
involves the provision by the selling licensee of certain sales, accounting, and
"back office" services to the station whose advertising is being sold. The
typical JSA is distinct from an LMA in that a JSA (unlike an LMA) normally does
not involve programming. In connection with the River City Acquisition, the
Company has assumed River City's rights under JSAs with three radio stations.

The FCC has determined that issues of joint advertising sales should be left
to enforcement by antitrust authorities, and therefore does not generally
regulate joint sales practices between stations. Currently, stations for which a
licensee sells time under a JSA are not deemed by the FCC to be attributable
interests of that licensee. However, in connection with its ongoing rulemaking
proceeding concerning the attribution rules, the FCC is considering whether JSAs
should be considered attributable interests or within the scope of the FCC's
cross-interest policy, particularly when JSAs contain provisions for the supply
of programming services and/or other elements typically associated with LMAs. If
JSAs become attributable interests as a result of changes in the FCC rules, the
Company may be required to terminate any JSA it might have with a radio station
which the Company could not own under the FCC's multiple ownership rules.

OTHER OWNERSHIP MATTERS

There remain in place after the 1996 Act a number of additional
cross-ownership rules and prohibitions pertaining to licensees of television and
radio stations. FCC rules, the Communications Act, or both generally prohibit an
individual or entity from having an attributable interest in both a television
station and a radio station, a daily newspaper, or a cable television system
that is located in or serves the same market area.

Radio/Television Cross-Ownership Rule. The FCC's radio/television
cross-ownership rule (the "one to a market" rule) generally prohibits a single
individual or entity from having an attributable interest in a television
station and a radio station serving the same market. However, in each of the 25
largest local markets in the United States, provided that there are at least 30
separately owned stations in the particular market, the FCC has traditionally
employed a policy that presumptively allows waivers of the one to a market rule
to permit the common ownership of one AM, one FM and one TV station in the
market. The 1996 Act directs the FCC to extend this policy to each of the top 50
markets. Moreover, in a pending rulemaking proceeding instituted in 1995, the
FCC has proposed the possible elimination of the rule altogether.

<PAGE>
However, the FCC does not apply its presumptive waiver policy in cases
involving the common ownership of one television station, and two or more radio
stations in the same service (AM or FM), in the same market. Pending its ongoing
rulemaking proceeding to reexamine the one to a market rule, the FCC has stated
that it will consider waivers of the rule in such instances on a case-by-case
basis, considering (i) the public service benefits that will arise from the
joint operation of the facilities such as economies of scale, cost savings and
programming and service benefits; (ii) the types of facilities involved; (iii)
the number of media outlets owned by the applicant in the relevant market; (iv)
the financial difficulties of the stations involved; and (v) the nature of the
relevant market in light of the level of competition and diversity after joint
operation is implemented. The Company has applied for such a waiver with respect
to ownership of a television station and radio station in the St. Louis market,
and there can be no assurance that this waiver will be granted. See "Risk
Factors -- Multiple Ownership Rules and Effect on LMAs."

Local Television/Cable Cross-Ownership Rule. While the 1996 Act eliminates a
previous statutory prohibition against the common ownership of a television
broadcast station and a cable system that serve the same local market, the 1996
Act leaves the current FCC rule in place. The legislative history of the Act
indicates that the repeal of the statutory ban should not prejudge the outcome
of any FCC review of the rule.

Broadcast Network/Cable Cross-Ownership Rule. The 1996 Act directs the FCC to
eliminate its rules which formerly prohibited the common ownership of a
broadcast network and a cable system, subject to the provision that the FCC
revise its rules as necessary to ensure carriage, channel positioning, and
non-discriminatory treatment of non-affiliated broadcast stations by cable
systems affiliated with a broadcast network. In March 1996, the FCC issued an
order implementing this legislative change.

Broadcast/Daily Newspaper Cross-Ownership Rule. The FCC's rules prohibit the
common ownership of a radio or television broadcast station and a daily
newspaper in the same market. The 1996 Act does not eliminate or modify this
prohibition.

Dual Network Rule. The 1996 Act directs the FCC to repeal its rule which
formerly prohibited an entity from operating more than one television network.
In March 1996, the FCC issued an order implementing this legislative change.
Under the modified rule, a network entity is permitted to operate more than one
television network, provided, however, that ABC, CBS, NBC, and/or Fox are
prohibited from merging with each other or with another network television
entity such as UPN or Warner Brothers.

Expansion of the Company's broadcast operations on both a local and national
level will continue to be subject to the FCC's ownership rules and any changes
the FCC or Congress may adopt. Concomitantly, any further relaxation of the
FCC's ownership rules may increase the level of competition in one or more of
the markets in which the Company's stations are located, more specifically to
the extent that any of the Company's competitors may have greater resources and
thereby be in a superior position to take advantage of such changes.

MUST-CARRY/RETRANSMISSION CONSENT

Pursuant to the Cable Act of 1992, television broadcasters are required to
make triennial elections to exercise either certain "must-carry" or
"retransmission consent" rights in connection with their carriage by cable
systems in each broadcaster's local market. By electing the must-carry rights, a
broadcaster demands carriage on a specified channel on cable systems within its
ADI, in general as defined by the Arbitron 1991-92 Television Market Guide.
These must-carry rights are not absolute, and their exercise is dependent on
variables such as (i) the number of activated channels on a cable system; (ii)
the location and size of a cable system; and (iii) the amount of programming on
a broadcast station that duplicates the programming of another broadcast station
carried by the cable system. Therefore, under certain circumstances, a cable
system may decline to carry a given station. Alternatively, if a broadcaster
chooses to exercise retransmission consent rights, it can prohibit cable systems
from carrying its signal or grant the appropriate cable system the authority to
retransmit the broadcast signal for a fee or other consideration. In October
1996, the Company elected must-carry or retransmission consent with respect to
each of its markets based on its evaluation of the respective markets and the
position of the Company's station within the market. The

<PAGE>

Company's stations continue to be carried on all pertinent cable systems, and
the Company does not believe that its election has resulted in the shifting of
its stations to less desirable cable channel locations. Certain of the Company's
stations affiliated with Fox are required to elect retransmission consent,
because Fox's retransmission consent negotiations on behalf of the Company
resulted in agreements which extend into 1998. Therefore, the Company will need
to negotiate retransmission consent agreements for these Fox-affiliated stations
to attain carriage on those relevant cable systems for the balance of this
triennial period (i.e., through December 31, 1999). For subsequent elections
beginning with the election to be made by October 1, 1999, the must-carry market
will be the station's DMA, in general as defined by the Nielsen DMA Market and
Demographic Rank Report of the prior year.

The must-carry rules have been subject to judicial scrutiny. In April 1993,
the United States District Court for the District of Columbia summarily upheld
the constitutionality of the legislative must-carry provisions under a First
Amendment challenge. However, in June 1994, the Supreme Court remanded the case
to the lower court with instructions to test the constitutionality of the
must-carry rules under an "intermediate scrutiny" standard. In a decision issued
in December 1995, a closely divided three-judge District Court panel ruled that
the record showed that there was substantial evidence before Congress from which
it could draw the reasonable inferences that (1) the must-carry rules were
necessary to protect the local broadcast industry; and (2) the burdens on cable
systems with rapidly increasing channel capacity would be quite small.
Accordingly, the District Court panel ruled that Congress had not violated the
First Amendment in enacting the "must-carry" provisions. The case is once again
on appeal to the Supreme Court, with oral argument heard in October 1996. The
Company cannot predict the final outcome of the Supreme Court case or how it may
affect the Company's cable contracts.

SYNDICATED EXCLUSIVITY/TERRITORIAL EXCLUSIVITY

The FCC has imposed syndicated exclusivity rules and expanded existing
network nonduplication rules. The syndicated exclusivity rules allow local
broadcast television stations to demand that cable operators black out
syndicated non-network programming carried on "distant signals" (i.e., signals
of broadcast stations, including so-called "superstations," which serve areas
substantially removed from the cable system's local community). The network
non-duplication rules allow local broadcast network television affiliates to
require that cable operators black out duplicating network programming carried
on distant signals. However, in a number of markets in which the Company owns or
programs stations affiliated with a network, a station that is affiliated with
the same network in a nearby market is carried on cable systems in the Company's
markets. This is not in violation of the FCC's syndicated exclusivity rules.
However, the carriage of two network stations on the same cable system could
result in a decline of viewership adversely affecting the revenues of the
Company owned or programmed station.

FINANCIAL INTEREST-SYNDICATION AND PRIME TIME ACCESS RULES

Previously, financial interest/syndication ("FIN/SYN") rules applied to any
television network and posed various restrictions on a network's operation and
activities. Network status was considered to exist under these rules when a
broadcast company's weekly programming offerings exceeded 15 hours to 25
affiliates in 10 states. These rules prohibited networks from engaging in
syndication for the sale, licensing, or distribution of television programs for
non-network broadcast exhibition in the United States. Further, these rules
prohibited networks from sharing profits from any syndication and from acquiring
any new financial or proprietary interest in programs of which they were not the
sole producer.

In 1993, the FCC relaxed the restrictions of the FIN/SYN rules, enabling the
major networks to acquire specified amounts and kinds of financial interests in
syndicated programs and to engage in program syndication themselves. In 1995,
the FCC eliminated the FIN/SYN rules altogether. The Company cannot predict the
effect of the elimination of the FIN/SYN rules on the Company's ability to
acquire desirable programming at reasonable prices.

The FCC's prime time access rule has also placed programming restrictions on
affiliates of "networks." This rule has restricted affiliates of "networks" in
the 50 largest television markets (as defined by the rule) generally to no more
than three hours of network programming during the four hours of prime time.
Twenty-one of the 28 stations owned or provided programming services by the
Company are located

<PAGE>
in the nation's top 50 markets. For purposes of the prime time access rule, the
FCC defines "network" to include those entities that deliver more than 15 hours
of "prime time programming" (a term defined in those rules) to affiliates
reaching 75% of the nation's television homes. Under this definition, neither
Fox, UPN, nor their affiliates, including the Company's owned and operated
stations, are subject to the prime time access rule, but the ABC and
CBS-affiliated stations to which the Company provides programming services are
subject to the rule. In July 1995, the FCC issued a decision repealing the prime
time access rule effective August 30, 1996. The Company cannot predict the
effect that repeal of the rule may ultimately have on the market for syndicated
programming.

RESTRICTIONS ON BROADCAST ADVERTISING

Advertising of cigarettes and certain other tobacco products on broadcast
stations has been banned for many years. Various states restrict the advertising
of alcoholic beverages. Congressional committees have recently examined
legislation proposals which may eliminate or severely restrict the advertising
of beer and wine. Although no prediction can be made as to whether any or all of
the present proposals will be enacted into law, the elimination of all beer and
wine advertising would have an adverse effect upon the revenues of the Company's
stations, as well as the revenues of other stations which carry beer and wine
advertising.

The FCC has imposed commercial time limitations in children's television
programming pursuant to legislation. In television programs designed for viewing
by children of 12 years of age and under, commercial matter is limited to 12
minutes per hour on weekdays and 10.5 minutes per hour on weekends. The Company
does not believe that these requirements will have a significant impact on the
Company's stations since all of its stations have already limited commercials in
such programming.

The Communications Act and FCC rules also place restrictions on the
broadcasting of advertisements by legally qualified candidates for elective
office. Among other things, (i) stations must provide "reasonable access" for
the purchase of time by legally qualified candidates for federal office; (ii)
stations must provide "equal opportunities" for the purchase of equivalent
amounts of comparable broadcast time by opposing candidates for the same
elective office; and (iii) during the 45 days preceding a primary or primary
run-off election and during the 60 days preceding a general or special election,
legally qualified candidates for elective office may be charged no more than the
station's "lowest unit charge" for the same class of advertisement, length of
advertisement, and daypart.

PROGRAMMING AND OPERATION

General. The Communications Act requires broadcasters to serve the "public
interest." The FCC gradually has relaxed or eliminated many of the more
formalized procedures it had developed in the past to promote the broadcast of
certain types of programming responsive to the needs of a station's community of
license. FCC licensees continue to be required, however, to present programming
that is responsive to community issues, and to maintain certain records
demonstrating such responsiveness. Complaints from viewers concerning a
station's programming often will be considered by the FCC when it evaluates
renewal applications of a licensee, although such complaints may be filed at any
time and generally may be considered by the FCC at any time. Stations also must
pay regulatory and application fees, and follow various rules promulgated under
the Communications Act that regulate, among other things, political advertising,
sponsorship identifications, the advertisement of contests and lotteries,
obscene and indecent broadcasts, and technical operations, including limits on
radiofrequency radiation. In addition, licensees must develop and implement
affirmative action programs designed to promote equal employment opportunities,
and must submit reports to the FCC with respect to these matters on an annual
basis and in connection with a renewal application. Failure to observe these or
other rules and policies can result in the imposition of various sanctions,
including monetary forfeitures, or the grant of a "short" (i.e., less than the
full) renewal term or, for particularly egregious violations, the denial of a
license renewal application or the revocation of a license.

<PAGE>
Children's Television Programming. Pursuant to legislation enacted in 1990,
all television stations have been required to broadcast some television
programming designed to meet the educational and informational needs of children
16 years of age and under. In August 1996, the FCC adopted new rules setting
forth more stringent children's programming requirements. Specifically, as of
September 1, 1997, television stations will be required to broadcast a minimum
of three hours per week of "core" children's educational programming, which the
FCC defines as programming that (i) has serving the educational and
informational needs of children 16 years of age and under as a significant
purpose; (ii) is regularly scheduled, weekly and at least 30 minutes in
duration; and (iii) is aired between the hours of 7:00 a.m. and 10:00 p.m.
Furthermore, as of January 2, 1997, "core" children's educational programs, in
order to qualify as such, must be identified as educational and informational
programs over the air at the time they are broadcast, and must be identified in
the station's children's programming reports required to be placed in stations'
public inspection files. Additionally, as of January 2, 1997, television
stations must identify and provide information concerning "core" children's
programming to publishers of program guides and listings.

Television Violence. The 1996 Act contains a number of provisions relating to
television violence. First, if the television industry does not develop a
violence ratings system within one year of the 1996 Act's adoption, the 1996 Act
directs the FCC to prescribe (in conjunction with an advisory committee) a
ratings code for "video programming that contains sexual, violent, or other
indecent material about which parents should be informed." The FCC is required
to adopt rules requiring carriage of ratings information for any program that is
rated. Furthermore, the 1996 Act provides that all television sets larger than
13 inches that are manufactured one year after enactment of the 1996 Act must
include the so-called "V-chip," a computer chip that allows blocking of rated
programming. In addition, the 1996 Act requires that all television license
renewal applications filed after May 1, 1995 contain summaries of written
comments and suggestions received by the station from the public regarding
violent programming.

Closed Captioning. The 1996 Act directs the FCC to adopt rules requiring
closed captioning of all broadcast television programming, except where
captioning would be "economically burdensome."

PROPOSED CHANGES

The Congress and the FCC have under consideration, and in the future may
consider and adopt, new laws, regulations and policies regarding a wide variety
of matters that could affect, directly or indirectly, the operation, ownership
and profitability of the Company's broadcast stations, result in the loss of
audience share and advertising revenues for the Company's broadcast stations,
and affect the ability of the Company to acquire additional broadcast stations
or finance such acquisitions. In addition to the changes and proposed changes
noted above, such matters include, for example, the license renewal process,
spectrum use fees, political advertising rates, potential restrictions on the
advertising of certain products (beer and wine, for example), and the rules and
policies to be applied in enforcing the FCC's equal employment opportunity
regulations. Other matters that could affect the Company's broadcast properties
include technological innovations and developments generally affecting
competition in the mass communications industry, such as direct radio and
television broadcast satellite service, the continued establishment of wireless
cable systems and low power television stations, digital television and radio
technologies, and the advent of telephone company participation in the provision
of video programming service.

OTHER CONSIDERATIONS

The foregoing summary does not purport to be a complete discussion of all
provisions of the Communications Act or other congressional acts or of the
regulations and policies of the FCC. For further information, reference should
be made to the Communications Act, other congressional acts, and regulations and
public notices promulgated from time to time by the FCC. There are additional
regulations and policies of the FCC and other federal agencies that govern
political broadcasts, public affairs programming, equal employment opportunity,
and other matters affecting the Company's business and operations.

<PAGE>
ENVIRONMENTAL REGULATION

Prior to the Company's ownership or operation of its facilities, substances
or waste that are or might be considered hazardous under applicable
environmental laws may have been generated, used, stored or disposed of at
certain of those facilities. In addition, environmental conditions relating to
the soil and groundwater at or under the Company's facilities may be affected by
the proximity of nearby properties that have generated, used, stored or disposed
of hazardous substances. As a result, it is possible that the Company could
become subject to environmental liabilities in the future in connection with
these facilities under applicable environmental laws and regulations. Although
the Company believes that it is in substantial compliance with such
environmental requirements, and has not in the past been required to incur
significant costs in connection therewith, there can be no assurance that the
Company's presently believes that none of its properties have any condition that
is likely to have material adverse effect on the Company's financial condition
or results of operations.

COMPETITION

The Company's television and radio stations compete for audience share and
advertising revenue with other television and radio stations in their respective
DMAs, as well as with other advertising media, such as newspapers, magazines,
outdoor advertising, transit advertising, yellow page directories, direct mail
and local cable and wireless cable systems. Some competitors are part of larger
organizations with substantially greater financial, technical and other
resources than the Company.

Television Competition. Competition in the television broadcasting industry
occurs primarily in individual DMAs. Generally, a television broadcasting
station in one DMA does not compete with stations in other DMAs. The Company's
television stations are located in highly competitive DMAs. In addition, the
Baltimore DMA is overlapped by both over-the-air and cable carriage of
Washington, D.C. stations which tends to spread viewership and advertising
expenditures over a larger number of television stations.

Broadcast television stations compete for advertising revenues primarily with
other broadcast television stations, radio stations and cable system operators
serving the same market. Major Network programming generally achieves higher
household audience levels than Fox, UPN and Warner Brothers programming, and
syndicated programming aired by independent stations. This can be attributed to
a combination of factors, including the Major Networks' efforts to reach a
broader audience, generally better signal carriage available when broadcasting
over VHF channels 2 through 13 versus broadcasting over UHF channels 14 through
69 and the higher number of hours of Major Network programming being broadcast
weekly. However, greater amounts of advertising time are available for sale
during Fox and UPN programming and non-network syndicated programming, and as a
result the Company believes that the Company's programming typically achieves a
share of television market advertising revenues greater than its share of the
market's audience.

Television stations compete for audience share primarily on the basis of
program popularity, which has a direct effect on advertising rates. A large
amount of the Company's prime time programming is supplied by Fox and to a
lesser extent UPN, ABC and CBS. In those periods, the Company's affiliated
stations are totally dependent upon the performance of the networks' programs in
attracting viewers. Non-network time periods are programmed by the station
primarily with syndicated programs purchased for cash, cash and barter, or
barter-only, and also through self-produced news, public affairs and other
entertainment programming.

Television advertising rates are based upon factors which include the size of
the DMA in which the station operates, a program's popularity among the viewers
that an advertiser wishes to attract, the number of advertisers competing for
the available time, demographic makeup of the DMA served by the station, the
availability of alternative advertising media in the DMA (including radio and
cable), the aggressiveness and knowledge of sales forces in the DMA and
development of projects, features and programs that tie advertiser messages to
programming. The Company believes that its sales and programming strategies
allow it to compete effectively for advertising within its DMAs.

<PAGE>
Other factors that are material to a television station's competitive
position include signal coverage, local program acceptance, network affiliation,
audience characteristics and assigned broadcast frequency. Historically, the
Company's UHF broadcast frequencies have suffered a competitive disadvantage in
comparison to stations with VHF broadcast frequencies. This historic
disadvantage has gradually declined through (i) carriage on cable systems, (ii)
improvement in television receivers, (iii) improvement in television
transmitters, (iv) wider use of all channel antennae, (v) increased availability
of programming, and (vi) the development of new networks such as Fox and UPN.

The broadcasting industry is continuously faced with technical changes and
innovations, the popularity of competing entertainment and communications media,
changes in labor conditions, and governmental restrictions or actions of Federal
regulatory bodies, including the FCC, any of which could possibly have a
material effect on a television station's operations and profits. There are
sources of video service other than conventional television stations, the most
common being cable television, which can increase competition for a broadcast
television station by bringing into its market distant broadcasting signals not
otherwise available to the station's audience, serving as a distribution system
for national satellite-delivered programming and other non-broadcast programming
originated on a cable system and selling advertising time to local advertisers.
Other principal sources of competition include home video exhibition,
direct-to-home broadcast satellite television ("DBS") entertainment services and
multichannel multipoint distribution services ("MMDS"). Moreover, technology
advances and regulatory changes affecting programming delivery through fiber
optic telephone lines and video compression could lower entry barriers for new
video channels and encourage the development of increasingly specialized "niche"
programming. The 1996 Act permits telephone companies to provide video
distribution services via radio communication, on a common carrier basis, as
"cable systems" or as "open video systems," each pursuant to different
regulatory schemes. The Company is unable to predict the effect that
technological and regulatory changes will have on the broadcast television
industry and on the future profitability and value of a particular broadcast
television station.

The FCC authorizes DBS services throughout the United States. Currently, two
FCC permitees, DirecTV and United States Satellite Broadcasting, provide
subscription DBS services via high power communications satellites and small
dish receivers, and other companies provide direct-to-home video service using
lower powered satellites and larger receivers. Additional companies are expected
to commence direct-to-home operations in the near future. DBS and MMDS, as well
as other new technologies, will further increase competition in the delivery of
video programming.

The Company cannot predict what other matters might be considered in the
future, nor can it judge in advance what impact, if any, the implementation of
any of these proposals or changes might have on its business.

The Company is exploring ways in which it might take advantage of new
technology, including the delivery of additional content and services via the
broadcast spectrum. There can be no assurance that any such efforts will result
in the development of technology or services that are commercially successful.

The Company also competes for programming, which involves negotiating with
national program distributors or syndicators that sell first-run and rerun
packages of programming. The Company's stations compete for exclusive access to
those programs against in-market broadcast station competitors for syndicated
products. Cable systems generally do not compete with local stations for
programming, although various national cable networks from time to time have
acquired programs that would have otherwise been offered to local television
stations. Public broadcasting stations generally compete with commercial
broadcasters for viewers but not for advertising dollars.

Historically, the cost of programming had increased because of an increase in
the number of new Independent stations and a shortage of quality programming.
However, the Company believes that over the past five years program prices have
stabilized and, in some instances, have declined as a result of recent increases
in the supply of programming and the failure of some Independent stations.

The Company believes it competes favorably against other television stations
because of its management skill and experience, the ability of the Company
historically to generate revenue share greater

<PAGE>
than its audience share, the network affiliations and its local program
acceptance. In addition, the Company believes that it benefits from the
operation of multiple broadcast properties, affording it certain nonquantifiable
economies of scale and competitive advantages in the purchase of programming.

Radio Competition. Radio broadcasting is a highly competitive business, and
each of the radio stations operated by the Company competes for audience share
and advertising revenue directly with other radio stations in its geographic
market, as well as with other media, including television, cable television,
newspapers, magazines, direct mail and billboard advertising. The audience
ratings and advertising revenue of each of such stations are subject to change,
and any adverse change in a particular market could have a material adverse
effect on the revenue of such radio stations located in that market. There can
be no assurance that any one of the Company's radio stations will be able to
maintain or increase its current audience ratings and radio advertising revenue
market share.

The Company will attempt to improve each radio station's competitive position
with promotional campaigns designed to enhance and reinforce its identities with
the listening public. Extensive market research is conducted in order to
identify specific demographic groups and design its programming format for those
groups. The Company seeks to build a strong listener base composed of specific
demographic groups in each market, and thereby attract advertisers seeking to
reach these listeners. Aside from building its stations' identities and
targeting its programming at specific demographic groups, management believes
that the Company also obtains a competitive advantage by operating duopolies or
multiple stations in the nation's larger mid-size markets.

The radio broadcasting industry is also subject to competition from new media
technologies that are being developed or introduced, such as the delivery of
audio programming by cable television systems and by digital audio broadcasting
("DAB"). DAB may provide a medium for the delivery by satellite or terrestrial
means of multiple new audio programming formats to local and national audiences.
Historically, the radio broadcasting industry has grown in terms of total
revenues despite the introduction of new technologies for the delivery of
entertainment and information, such as television broadcasting, cable
television, audio tapes and compact disks. There can be no assurance, however,
that the development or introduction in the future of any new media technology
will not have an adverse effect on the radio broadcast industry.

EMPLOYEES

As of September 30, 1996, the Company had approximately 2,250 employees. With
the exception of certain of the employees of KOVR-TV, KDNL-TV, WBEN-AM and
WWL-AM, none of the employees is represented by labor unions under any
collective bargaining agreement. No significant labor problems have been
experienced by the Company, and the Company considers its overall labor
relations to be good.

<PAGE>
MANAGEMENT

Set forth below is certain information relating to the Company's executive
officers, directors, certain key employees, and persons expected to become
executive officers, directors or key employees.

NAME AGE TITLE
- --------------------- ----- -----------------------------------------------
David D. Smith....... 45 President, Chief Executive Officer, Director
and Chairman of the Board
Frederick G. Smith .. 47 Vice President and Director
J. Duncan Smith...... 42 Vice President, Secretary & Director
Robert E. Smith...... 33 Vice President, Treasurer and Director
David B. Amy......... 44 Chief Financial Officer
John T. Quigley...... 53 Regional Director, SCI
Alan B. Frank........ 46 Regional Director, SCI
Steven M. Marks...... 39 Regional Director, SCI
Frank Quitoni........ 52 Regional Director, SCI
Michael Granados .... 42 Regional Director, SCI
Barry Drake.......... 45 Chief Operating Officer, SCI Radio
Donna Fuhrman........ 38 Vice President/Sales and Marketing, SCI
Delbert R. Parks, III 44 Director of Operations and Engineering, SCI
Robert E. Quicksilver 41 General Counsel, SCI
Michael E. Sileck ... 36 Vice President/Finance, SCI
Patrick Talamantes .. 32 Director of Corporate Finance
Robert West.......... 37 Director of Programming, SCI
Basil A. Thomas...... 81 Director
William E. Brock .... 65 Director
Lawrence E. McCanna . 52 Director

In addition to the foregoing, the following persons have agreed to serve as
executive officers and/or directors of the Company as soon as permissible under
the rules of the FCC and applicable laws. See "Risk Factors--Dependence Upon Key
Personnel".

NAME AGE TITLE
- -------------------- ----- ----------------------------------------------
Barry Baker......... 44 Executive Vice President Of The Company,
Chief Executive Officer of SCI and Director
Kerby Confer........ 55 Chief Executive Officer, SCI Radio
Roy F. Coppedge, III 48 Director

In connection with the River City Acquisition, the Company agreed to increase
the size of the Board of Directors from seven members to nine to accommodate the
prospective appointment of each of Barry Baker and Roy F. Coppedge, III or such
other designee as Boston Ventures may select. Mr. Baker and Mr. Confer currently
serve as consultants to the Company.

<PAGE>
Members of the Board of Directors are elected for one-year terms and until
their successors are duly elected and qualified. Executive officers are
appointed by the Board of Directors annually to serve for one year-terms and
until their successors are duly appointed and qualified.

David D. Smith has served as President, Chief Executive Officer and Chairman
of the Board since September 1990. Prior to that, he served as General Manager
of WPTT from 1984, and assumed the financial and engineering responsibility for
the Company, including the construction of WTTE in 1984. In 1980, Mr. Smith
founded Comark Television, Inc., which applied for and was granted the permit
for WPXT-TV in Portland, Maine and which purchased WDSI-TV in Chattanooga,
Tennessee. WPXT-TV was sold one year after construction and WDSI-TV was sold two
years after its acquisition. From 1978 to 1986, Mr. Smith co-founded and served
as an officer and director of Comark Communications, Inc., a company engaged in
the manufacture of high power transmitters for UHF television stations. His
television career began with WBFF in Baltimore, where he helped in the
construction of the station and was in charge of technical maintenance until
1978. David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith
are brothers.

Frederick G. Smith has served as Vice President of the Company since 1990 and
as a Director since 1986. Prior to joining the Company in 1990, Mr. Smith was a
surgical dentist engaged in private practice and was employed by Frederick G.
Smith, M.S., D.D.S., P.A., a professional corporation of which Mr. Smith was the
sole officer, director and stockholder.

J. Duncan Smith has served as Vice President, Secretary and a Director of the
Company since 1988. Prior to that, he worked for Comark Communications, Inc.
installing UHF transmitters. In addition, he also worked extensively on the
construction of WPTT in Pittsburgh, WTTE in Columbus, WIIB in Bloomington and
WTTA in St. Petersburg, as well as on the renovation of the new studio, offices
and news facility for WBFF in Baltimore.

Robert E. Smith has served as Vice President, Secretary and a Director of the
Company since 1988. Prior to that, he served as Program Director at WBFF from
1986 to 1988. Prior to that, he assisted in the construction of WTTE and also
worked for Comark Communications, Inc. installing UHF transmitters.

David B. Amy has served as Chief Financial Officer ("CFO") since October of
1994 and prior to his appointment as CFO served as the Controller of the Company
beginning in 1986. Before that, he served as the Business Manager for WPTT.
Prior to joining the Company in 1984, Mr. Amy was an accounting manager of Penn
Athletic Products Company in Pittsburgh, Pennsylvania. Mr. Amy received an MBA
degree from the University of Pittsburgh in 1981.

John T. Quigley has served as a Regional Director of the Company since 1996.
As Regional Director, Mr. Quigley is responsible for the Columbus, Cincinnati,
Lexington and Oklahoma City markets. Prior to that time, Mr. Quigley served as
general manager of WTTE since July 1985. Prior to joining WTTE, Mr. Quigley
served in broadcast management positions at WCPO-TV in Cincinnati, Ohio and
WPTV-TV in West Palm Beach, Florida.

Alan B. Frank has served as Regional Director for the Company since May 1994.
As Regional Director, Mr. Frank is responsible for the Pittsburgh, Milwaukee,
Kansas City and Raleigh-Durham markets. Prior to his appointment to Regional
Director, Mr. Frank served as General Manager of WPGH beginning in September
1991.

Steven M. Marks has served as Regional Director for the Company since October
1994. As Regional Director, Mr. Marks is responsible for the Baltimore, Norfolk,
Flint and Birmingham markets. Prior to his appointment as Regional Director, Mr.
Marks served as General Manager for WBFF since July 1991. From 1986 until
joining WBFF in 1991, Mr. Marks served as General Sales Manager at WTTE. Prior
to that time, he was national sales manager for WFLX-TV in West Palm Beach,
Florida.

Frank Quitoni has served as Regional Director since completion of the River
City Acquisition. As Regional Director, Mr. Quitoni is responsible for the St.
Louis, Sacramento and Asheville/Greenville/Spartanburg markets. Prior to joining
the Company, he was Vice President of Operations of River City since 1995. Mr.
Quitoni had served as the Director of Operations and Engineering for River City
since

<PAGE>
1994. Prior thereto Mr. Quitoni served as a consultant to CBS beginning in 1989.
Mr. Quitoni was the Director of Olympic Operations for CBS Sports for the 1992
Winter Olympic Games and consulted with CBS for the 1994 Winter Olympic Games.
Mr. Quitoni was awarded the Technical Achievement Emmy for the 1992 and 1994 CBS
Olympic broadcasts.

Michael Granados has served as a Regional Director of the Company since July
1996. As a Regional Director, Mr. Granados is responsible for the San Antonio,
Indianapolis, Des Moines and Peoria markets. Prior to July 1996, Mr. Granados
has served in various positions with the Company and, before the River City
Acquisition, with River City. He served as the General Sales Manager of KABB
from 1989 to 1993, the Station Manager and Director of Sales of WTTV from 1993
to 1994 and the General Manager of WTTV prior to his appointment as Regional
Director in 1996.

Barry Drake has served as Chief Operating Officer of SCI Radio since
completion of the River City Acquisition. Prior to that time he was Chief
Operating Officer--Keymarket Radio Division of River City since July 1995. Prior
to that he was President and Chief Operating Officer of Keymarket since 1993.
From 1988 through 1995, Mr. Drake performed the duties of the President of each
of the Keymarket broadcasting entities, with responsibility for three stations
located in Houston, St. Louis and Detroit.

Donna Fuhrman has served as the Vice President/Sales and Marketing of SCI
since completion of the River City Acquisition. Prior to joining SCI, Ms.
Fuhrman served as the Vice President of Sales and Marketing of River City since
1993. From 1989 to 1993, Ms. Fuhrman served in various sales positions at
KDNL-TV in St. Louis, ultimately as General Sales Manager. In 1991, Ms. Fuhrman
was appointed to the Sales Advisory Committee for Fox and also serves on the
Television Bureau of Advertising's Sales Advisory Committee.

Delbert R. Parks III has served as the Director of Operations and Engineering
of the Company since 1995. Prior to that time, he was Director of Operations for
WBFF since 1971. He is responsible for planning, organizing and implementing
operational and engineering policies as they relate to television and computer
systems. Recently he consolidated the facilities of WLFL and WRDC in Raleigh,
NC, as well as the facilities of WBFF and WNUV, Baltimore, where he introduced
the concept of disc based playback of commercial material for both stations. Mr.
Parks is also a member of the Maryland Army National Guard and commands the 1st
Battalion, 175th Infantry (Light).

Robert E. Quicksilver has served as General Counsel, SCI since completion of
the River City Acquisition. Prior to that time he served as General Counsel of
River City since September 1994. Prior to joining River City, Mr. Quicksilver
was with the law firm of Rosenblum, Goldenhersh, Silverstein and Zafft, P.C. in
St. Louis, where he was a partner for six years.

Michael E. Sileck has served as Vice President/Finance of SCI since
completion of the River City Acquisition. Prior to that time he served as the
Director of Finance for River City since 1993. Mr. Sileck joined River City in
July 1990 as Director of Finance and Business Affairs for KDNL-TV. Prior to
joining River City, Mr. Sileck was Director of Finance for Narragansett
Television, owner of two network affiliates, from 1989 to 1990. Mr. Sileck has
been an active member of Broadcast Cable Financial Management Association
("BCFM") since 1984 and was a charter member of the Television Programming
Committee. He was also a Director of BCFM from 1993 to 1996 and Co-Chairman of
the Television Programming Committee.

Patrick Talamantes has served as Director of Corporate Finance since
completion of the River City Acquisition. Prior to that time he served as
Treasurer for River City since April 1995. From 1991 to 1995, Mr. Talamantes was
a Vice President with Chemical Bank, where he completed financings for clients
in the cable, broadcasting, publishing and entertainment industries.

Robert West has served as Director of Programming, SCI since completion of
the River City Acquisition. Prior to that time he served as the Director of
Programming of the River City television stations since December 1991. From 1989
to 1991, Mr. West served as Program Director of KDNL.

Basil A. Thomas has served as a Director of the Company since November 1993.
He is of counsel to the Baltimore law firm of Thomas & Libowitz, P.A. and has
been in the private practice of law since 1983. From 1961 to 1968, Judge Thomas
served as an Associate Judge on the Municipal Court of

<PAGE>
Baltimore City and, from 1968 to 1983, he served as an Associate Judge of the
Supreme Bench of Baltimore City. Judge Thomas is a trustee of the University of
Baltimore and a member of the American Bar Association and the Maryland State
Bar Association. Judge Thomas graduated from the College of William & Mary and
received his L.L.B. from the University of Baltimore. Judge Thomas is the father
of Steven A. Thomas, a senior attorney and founder of Thomas & Libowitz, counsel
to the Company.

William E. Brock has served as a Director of the Company since July 1995. Mr.
Brock served as chairman of The Brock Group from 1989 until January 1994, and
presently acts as a consultant. Mr. Brock served as a United States Senator from
Tennessee from 1971 to 1977 and as a member of the U.S. House of Representatives
from 1962 to 1970. Mr. Brock served as a member of President Reagan's cabinet
from 1981 to 1987, as U.S. Trade Representative from 1981 to 1985 and as
Secretary of Labor from 1985 to 1987. Mr. Brock was National Chairman of the
Republican Party from 1977 to 1981.

Lawrence E. McCanna has served as a Director of the Company since July 1995.
Mr. McCanna has been a partner of the accounting firm of Gross, Mendelsohn &
Associates, P.A., since 1972 and has served as its managing partner since 1982.
Mr. McCanna has served on various committees of the Maryland Association of
Certified Public Accountants and was chairman of the Management of the
Accounting Practice Committee. He is also a former member of the Management of
an Accounting Practice Committee of the American Institute of Certified Public
Accountants. Mr. McCanna is a member of the board of directors of Maryland
Special Olympics.

Barry Baker has been the Chief Executive Officer of River City since 1989,
and is the President of the corporate general partner of River City, Better
Communications, Inc. ("BCI"). The principal business of both River City and BCI
is television and radio broadcasting. In connection with the River City
Acquisition, the Company agreed to appoint Mr. Baker Executive Vice President of
the Company and President and Chief Executive Officer of SCI, and to elect him
as a Director at such time as he is eligible to hold those positions under
applicable FCC regulations. He currently serves as a consultant to the Company.
Mr. Baker is also a director of American Media, Inc.

Kerby Confer served as a member of the Board of Representatives and Chief
Executive Officer -- Keymarket Radio Division of River City since July 1995.
Prior thereto, Mr. Confer served as Chairman of the Board and Chief Executive
Officer of Keymarket since its founding in December 1981. Prior to engaging in
the acquisition of various radio stations in 1975, Mr. Confer held a number of
jobs in the broadcast business, including serving as Managing Partner of a radio
station in Annapolis, Maryland from 1969 to 1975. From 1966 to 1969, he hosted a
pop music television show on WBAL-TV (Baltimore) and WDCA-TV (Washington, D.C.).
Prior thereto, Mr. Confer served as program director or producer/director for
radio and television stations owned by Susquehanna Broadcasting and Plough
Broadcasting Company, Inc. Mr. Confer currently provides services to the Company
and is expected to become Chief Executive Officer of SCI Radio at such time as
he is eligible to hold this position under applicable FCC regulations.

Roy F. Coppedge, III is a general partner of the general partner of each of
the Boston Ventures partnerships, limited partnerships primarily involved in the
business of investments. Mr. Coppedge is a director of Continental Cablevision,
Inc. and American Media, Inc. and a member of the Board of Representatives of
Falcon Holdings Group, L.P. In connection with the River City Acquisition, the
Company agreed to elect Mr. Coppedge as a Director at such time as he is
eligible to hold that position under applicable FCC regulations.

EMPLOYMENT AGREEMENTS

The Company has entered into an employment agreement with David D. Smith,
President and Chief Executive Officer of the Company. David Smith's employment
agreement has an initial term of three years and is renewable for additional
one-year terms, unless either party gives notice of termination not less than 60
days prior to the expiration of the then current term. The Company's
Compensation Committee has approved an increase in Mr. Smith's total
compensation to $1,200,000. Mr. Smith is also entitled to participate in the
Company's Executive Bonus Plan based upon the performance of the

<PAGE>
Company and Mr. Smith during the year. The employment agreement provides that
the Company may terminate Mr. Smith's employment prior to expiration of the
agreement's term as a result of (i) a breach by Mr. Smith of any material
covenant, promise or agreement contained in the employment agreement; (ii) a
dissolution or winding up of the Company; (iii) the disability of Mr. Smith for
more than 210 days in any twelve month period (as determined under the
employment agreement); or (iv) for cause, which includes conviction of certain
crimes, breach of a fiduciary duty to the Company or the stockholders, or
repeated failure to exercise or undertake his duties as an officer of the
Company (each, a "Termination Event").

In June 1995, the Company entered into an employment agreement with Frederick
G. Smith, Vice President of the Company. Frederick Smith's employment agreement
has an initial term of three years and is renewable for additional one-year
terms, unless either party gives notice of termination not less than 60 days
prior to the expiration of the then current term. Under the agreement, Mr. Smith
receives a base salary of $260,000 and is also entitled to participate in the
Company's Executive Bonus Plan based upon the performance of the Company and Mr.
Smith during the year. The employment agreement provides that the Company may
terminate Mr. Smith's employment prior to expiration of the agreement's term as
a result of a Termination Event.

In June 1995, the Company entered into an employment agreement with J. Duncan
Smith, Vice President and Secretary of the Company. J. Duncan Smith's employment
agreement has an initial term of three years and is renewable for additional
one-year terms, unless either party gives notice of termination not less than 60
days prior to the expiration of the then current term. Under the agreement, Mr.
Smith receives a base salary of $270,000 and is also entitled to participate in
the Company's Executive Bonus Plan based upon the performance of the Company and
Mr. Smith during the year. The employment agreement provides that the Company
may terminate Mr. Smith's employment prior to expiration of the agreement's term
as a result of a Termination Event.

In June 1995, the Company entered into an employment agreement with Robert E.
Smith, Vice President and Treasurer of the Company. Robert E. Smith's employment
agreement has an initial term of three years and is renewable for additional
one-year terms, unless either party gives notice of termi nation not less than
60 days prior to the expiration of the then current term. Under the agreement,
Mr. Smith receives a base salary of $250,000 and is also entitled to participate
in the Company's Executive Bonus Plan based upon the performance of the Company
and Mr. Smith during the year. The employment agreement provides that the
Company may terminate Mr. Smith's employment prior to expiration of the
agreement's term as a result of a Termination Event.

In connection with the River City Acquisition, the Company entered into an
employment agreement (the "Baker Employment Agreement") with Barry Baker
pursuant to which Mr. Baker will become President and Chief Executive Officer of
SCI and Executive Vice President of the Company at such time as Mr. Baker is
able to hold those positions consistent with applicable FCC regulations. Until
such time as Mr. Baker is able to become an officer of the Company, he serves as
a consultant to the Company pursuant to a consulting agreement and receives
compensation that he would be entitled to as an officer under the Baker
Employment Agreement. Pursuant to the Baker Employment Agreement, Mr. Baker
receives a base salary of approximately $1,056,000 per year, subject to annual
increases of 71/2% each year beginning January 1, 1997. Mr. Baker is also
entitled to receive a bonus equal to 2% of the amount by which the Broadcast
Cash Flow (as defined in the Baker Employment Agreement) of SCI for a year
exceeds the Broadcast Cash Flow for the immediately preceding year. Pursuant to
the Baker Employment Agreement, Mr. Baker has received options to acquire
1,382,435 shares of the Class A Common Stock (or 3.33% of the common equity of
Sinclair determined on a fully diluted basis). The option became exercisable
with respect to 50% of the shares upon closing of the River City Acquisition,
and becomes exercisable with respect to 25% of the shares on the first
anniversary of the closing of the River City Acquisition, and 25% of the shares
on the second anniversary of the closing of the River City Acquisition. The
exercise price of the option is approximately $30.11 per share. The term of the
Baker Employment Agreement extends until May 31, 2001, and is automatically
extended to the third anniversary of any Change of Control (as defined). If the
Baker Employment Agreement is terminated by the Company other than for Cause (as
defined) or by Mr. Baker for good cause (constituting certain

<PAGE>
occurrences specified in the agreement) then Mr. Baker shall be entitled to a
termination payment equal to the amount that would have been paid in base salary
for the remainder of the term of the agreement plus bonuses that would be paid
for such period based on the average bonus paid to Mr. Baker for the previous
three years, and all options shall vest immediately upon such termination. In
addition, upon such a termination, Mr. Baker shall have the option to purchase
from the Company for the fair market value thereof either (i) all broadcast
operations of Sinclair in the St. Louis, Missouri or (at the option of Mr.
Baker) the Asheville-Greenville-Spartanburg, South Carolina DMAs or (ii) all of
the Company's radio broadcast operations. Mr. Baker shall also have the right
following such a termination to receive quarterly payments (which may be paid
either in cash or, at the Company's option, in additional shares of Class A
Common Stock) equal to 5.00% of the fair market value (on the date of each
payment) of all stock options and common stock issued pursuant to exercise of
such stock options or pursuant to payments of this obligation in shares and held
by him at the time of such payment (except that the first such payment shall be
3.75% of such value). The fair market value of unexercised options for such
purpose shall be equal to the market price of underlying shares less the
exercise price of the options. Following a termination of Mr. Baker's employment
agreement, the Company shall have the option to purchase the options and shares
from Mr. Baker at their market value.

CERTAIN TRANSACTIONS

Since December 31, 1995, the Company has engaged in the following
transactions with persons who are, or are members of the immediate family of,
directors, persons expected to become a director, officers or beneficial owners
of 5% or more of the issued and outstanding Common Stock or with entities in
which such persons or certain of their relatives have interests.

Mr. Baker, who is expected to become an executive officer and director of the
Company, Mr. Coppedge, who is expected to become a director of the Company, and
Mr. Confer, who is expected to become an executive officer of the Company, are
the direct or indirect beneficial owners of equity interests in River City. As
described in more detail under "Business -- Broadcasting Acquisition Strategy,"
the Company acquired certain assets from River City, obtained options to acquire
other assets from River City, and entered into an LMA to provide programming
services to certain television and radio stations of which River City is the
owner of the License Assets.

The Company is negotiating an agreement with River City pursuant to which
River City will provide to the Company news production services with respect to
the production of news programming and on air talent on WTTE in Columbus, Ohio.
Pursuant to this agreement, River City will provide certain services to the
Company in return for a fee that will be negotiated.

Kerby Confer is the owner of 100% of the common stock of Keymarket of South
Carolina, Inc. ("KSC"), and the Company has an option to acquire either (i) all
of the assets of KSC for forgiveness of debt in an aggregate principal amount of
approximately $7.4 million as of August 22, 1996 plus payment of approximately
$1,000,000 less certain adjustments or (ii) all of the stock of KSC from Mr.
Confer for $1,000,000 less certain adjustments. In addition, the Company is
obligated to pay approximately $248,000 in rent during 1996 on two properties.
The Company is required to purchase each of the properties during the term of
the applicable lease, for an aggregate purchase price of approximately
$1,750,000.

DESCRIPTION OF CAPITAL STOCK

GENERAL

The Company currently has two classes of Common Stock, each having a par
value of $.01 per share, and one class of issued and outstanding Preferred
Stock, also with a par value of $.01 per share. Upon completion of the Offering,
the Controlling Stockholders, by virtue of their beneficial ownership of 100% of
the shares of the Class B Common Stock, with its super voting rights as
described below, will retain control over the Company's business and operations.

<PAGE>
The following summary of the Company's capital stock does not purport to be
complete and is subject to detailed provisions of, and is qualified in its
entirety by reference to, the Company's Amended and Restated Articles of
Incorporation (the "Amended Certificate"). The Amended Certificate is an exhibit
to the Registration Statement of which this Prospectus is a part and is
available as set forth under "Available Information."

The Amended Certificate authorizes the Company to issue up to 100,000,000
shares of Class A Common Stock, par value $.01 per share, 35,000,000 shares of
Class B Common Stock, par value $.01 per share, and 10,000,000 shares of
preferred stock, par value $.01 per share. There are currently 34,749,981 shares
of Common Stock outstanding, consisting of 6,632,400 shares of Class A Common
Stock and 28,117,581 shares of Class B Common Stock issued and outstanding, and
1,150,000 shares of Series B Preferred Stock issued and outstanding.

COMMON STOCK

The rights of the holders of the Class A Common Stock and Class B Common
Stock are substantially identical in all respects, except for voting rights and
the right of Class B Common Stock to convert into Class A Common Stock. The
holders of the Class A Common Stock are entitled to one vote per share. The
holders of the Class B Common Stock are entitled to ten votes per share except
as described below. The holders of all classes of Common Stock entitled to vote
will vote together as a single class on all matters presented to the
stockholders for their vote or approval except as otherwise required by the
general corporation laws of the State of Maryland ("Maryland General Corporation
Law"). Except for transfers to a "Permitted Transferee" (generally, related
parties of a Controlling Stockholder), any transfer of shares of Class B Common
Stock held by any of the Controlling Stockholders will cause such shares to be
automatically converted to Class A Common Stock. In addition, if the total
number of shares of Common Stock held by the Controlling Stockholders falls to
below 10% of the total number of shares of Common Stock outstanding, all of the
outstanding shares of Class B Common Stock automatically will be classified as
Class A Common Stock. In any merger, consolidation or business combination, the
consideration to be received per share by the holders of the Class A Common
Stock must be identical to that received by the holders of the Class B Common
Stock, except that in any such transaction in which shares of a third party's
common stock are distributed in exchange for the Company's Common Stock, such
shares may differ as to voting rights to the extent that such voting rights now
differ among the classes of Common Stock.

The holders of Class A Common Stock and Class B Common Stock will vote as a
single class, with each share of each class entitled to one vote per share, with
respect to any proposed (a) "Going Private" transaction; (b) sale or other
disposition of all or substantially all of the Company's assets; (c) sale or
transfer which would cause a fundamental change in the nature of the Company's
business; or (d) merger or consolidation of the Company in which the holders of
the Company's Common Stock will own less than 50% of the Common Stock following
such transaction. A "Going Private" transaction is any "Rule 13e-3 transaction,"
as such term is defined in Rule 13e-3 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") between the Company and (i) the
Controlling Stockholders, (ii) any affiliate of the Controlling Stockholders, or
(iii) any group of which the Controlling Stockholders are an affiliate or of
which the Controlling Stockholders are a member. An "affiliate" is defined as
(i) any individual or entity who or that, directly or indirectly, controls, is
controlled by, or is under the common control of the Controlling Stockholders;
(ii) any corporation or organization (other than the Company or a majority-owned
subsidiary of the Company) of which any of the Controlling Stockholders is an
officer or partner or is, directly or indirectly, the beneficial owner of 10% or
more of any class of voting securities or in which any of the Controlling
Stockholders has a substantial beneficial interest; (iii) a voting trust or
similar arrangement pursuant to which the Controlling Stockholders generally
control the vote of the shares of Common Stock held by or subject to any such
trust or arrangement; (iv) any other trust or estate in which any of the
Controlling Stockholders has a substantial beneficial interest or as to which
any of the Controlling Stockholders serves as a trustee or in a similar
fiduciary capacity; or (v) any relative or spouse of the Controlling
Stockholders or any relative of such spouse who has the same residence as any of
the Controlling Stockholders.

70
<PAGE>
Under Maryland General Corporation Law, the holders of Common Stock are
entitled to vote as a separate class with respect to any amendment of the
Amended Certificate that would increase or decrease the aggregate number of
authorized shares of such class, increase or decrease the par value of the
shares of such class, or modify or change the powers, preferences or special
rights of the shares of such class so as to affect such class adversely.

For a discussion of the effects of disproportionate voting rights upon the
holders of the Class A Common Stock, see "Risk Factors -- Voting Rights; Control
by Controlling Stockholders."

Stockholders of the Company have no preemptive rights or other rights to
subscribe for additional shares, except that the Class B Common Stock is
convertible into Class A Common Stock by the holders thereof. Except as
described in the prior sentence, no shares of any class of Common Stock have
conversion rights or are subject to redemption. Subject to the rights of any
outstanding preferred stock which may be hereafter classified and issued,
holders of Common Stock are entitled to receive dividends, if any, as may be
declared by the Company's Board of Directors out of funds legally available
therefore and to share, regardless of class, equally on a share-for-share basis
in any assets available for distribution to stockholders on liquidation,
dissolution or winding up of the Company. Under the Bank Credit Agreement, the
Indentures and certain other debt of the Company, the Company's ability to
declare Common Stock dividends is restricted. See "Dividend Policy."

PREFERRED STOCK

Series B Preferred Stock. As partial consideration for the acquisition of
assets from River City, the Company issued 1,150,000 shares of Series A
Preferred Stock to River City which has since been converted into 1,150,000
shares of Series B Preferred Stock, and which are convertible into 4,181,818 of
the shares of Class A Common Stock registered hereby. Each share of Series B
Preferred Stock has a liquidation preference of $100 (plus all accrued and
unpaid dividends through the determination date) and, after payment of this
preference, is entitled to share in distributions made to holders of shares of
Common Stock. Each holder of a share of Series B Preferred Stock is entitled to
receive the amount of liquidating distributions received with respect to
approximately 3.64 shares of Class A Common Stock (subject to adjustment) less
the amount of the liquidation preference. The liquidation preference of Series B
Preferred Stock is payable in preference to Common Stock of the Company, but may
rank equal to or below other classes of capital stock of the Company. After a
"Trigger Event" (as defined below), the Series B Preferred Stock ranks senior to
all classes of capital stock of the Company as to liquidation preference, except
that the Company may issue up to $400 million of capital stock ("Senior
Securities"), as to which the Series B Preferred Stock will have the same rank.
A Trigger Event means the termination of Barry Baker's employment agreement with
the Company prior to the expiration of the initial five-year term of his
employment agreement (1) by the Company for any reason other than for Cause (as
defined in the employment agreement) or (2) by Barry Baker upon the occurrence
of certain events described in the employment agreement. See "Management --
Employment Agreements."

The holders of Series B Preferred Stock do not initially receive dividends,
except to the extent that dividends are paid to the holders of Common Stock. A
holder of shares of Series B Preferred Stock is entitled to share in any
dividends paid to holders of Common Stock, with each share of Series B Preferred
Stock allocated the amount of dividends allocated to approximately 3.64 shares
of Class A Common Stock (subject to adjustment). In addition, after the
occurrence of a Trigger Event, holders of shares of Series B Preferred Stock are
entitled to quarterly dividends in the amount of $3.75 per share per quarter for
the first year, and in the amount of $5.00 per share per quarter after the first
year. Dividends are payable either in cash or in additional shares of Series B
Preferred Stock at the rate of $100 per share. Dividends on Series B Preferred
Stock are payable in preference to the holders of any other class of capital
stock of the Company, except for Senior Securities, which will rank senior to
the Series B Preferred Stock as to dividends until a Trigger Event, after which
Senior Securities will have the same rank as Series B Preferred Stock as to
dividends.

The Company may redeem shares of Series B Preferred Stock for an amount equal
to $100 per share plus any accrued and unpaid dividends at any time beginning
180 days after a Trigger Event, but holders have the right to retain their
shares in which case the shares will automatically be converted into shares of
Class A Common Stock on the proposed redemption date.

<PAGE>
Each share of Series B Preferred Stock is entitled to approximately 3.64
votes (subject to adjustment) on all matters with respect to which Class A
Common Stock has a vote, and the Series B Preferred Stock votes together with
the Class A Common Stock as a single class, except that the Series B Preferred
Stock is entitled to vote as a separate class (and approval of a majority of
such votes is required) on certain matters, including changes in the authorized
amount of Series B Preferred Stock and actions affecting the rights of holders
of Series B Preferred Stock.

Shares of Series B Preferred Stock are convertible at any time into shares of
Class A Common Stock, with each share of Series B Preferred Stock convertible
into approximately 3.64 shares of Class A Common Stock. The conversion rate is
subject to adjustment if the Company undertakes a stock split, combination or
stock dividend or distribution or if the Company issues Common Stock or
securities convertible into Common Stock at a price less than $27.50 per share.
Shares of Series B Preferred Stock issued as payment of dividends are not
convertible into Class A Common Stock and become void at the time of conversion
of a shareholder's other shares of Series B Preferred Stock. All shares of
Series B Preferred Stock remaining outstanding on May 31, 2001 (other than
shares issued as a dividend) automatically convert into Class A Common Stock on
that date.

Additional Preferred Stock. The Amended Certificate authorizes the Board of
Directors to issue, without any further action by the stockholders, additional
preferred stock in one or more series, to establish from time to time the number
of shares to be included in each series, and to fix the designations, powers,
preferences and rights of the shares of each series and the qualifications,
limitations or restrictions thereof. Although the ability of the Board of
Directors to designate and issue preferred stock provides desirable flexibility,
including the ability to engage in future public offerings to raise additional
capital, issuance of preferred stock may have adverse effects on the holders of
Common Stock including restrictions on dividends on the Common Stock if
dividends on the preferred stock have not been paid; dilution of voting power of
the Common Stock to the extent the preferred stock has voting rights; or
deferral of participation in the Company's assets upon liquidation until
satisfaction of any liquidation preference granted to holders of the preferred
stock. In addition, issuance of preferred stock could make it more difficult for
a third party to acquire a majority of the outstanding voting stock and
accordingly may be used as an "anti-takeover" device. The Board of Directors,
however, is not aware of any pending transactions that would be affected by such
issuance.

CERTAIN STATUTORY AND CHARTER PROVISIONS

The following paragraphs summarize certain provisions of the Maryland General
Corporation Law and the Company's Amended Certificate and by-laws. The summary
does not purport to be complete and reference is made to Maryland General
Corporation Law and the Company's Amended Certificate and By-Laws for complete
information.

BUSINESS COMBINATIONS

Under the Maryland General Corporation Law, certain "business combinations"
(including a merger, consolidation, share exchange, or, in certain
circumstances, an asset transfer or issuance of equity securities) between a
Maryland corporation and any person who beneficially owns 10% or more of the
corporation's stock (an "Interested Stockholder") must be (a) recommended by the
corporation's board of directors; and (b) approved by the affirmative vote of at
least (i) 80% of the corporation's outstanding shares entitled to vote and (ii)
two-thirds of the outstanding shares entitled to vote which are not held by the
Interested Stockholder with whom the business combination is to be effected,
unless, among other things, the corporation's common stockholders receive a
minimum price (as defined in the statute) for their shares and the consideration
is received in cash or in the same form as previously paid by the Interested
Stockholder for his shares. In addition, an Interested Stockholder or any
affiliate thereof may not engage in a "business combination" with the
corporation for a period of five (5) years following the date he becomes an
Interested Stockholder. These provisions of Maryland law do not apply, however,
to business combinations that are approved or exempted by the board of directors
of a Maryland corporation. It is anticipated that the Company's Board of
Directors will exempt from the Maryland statute any business combination with
the Controlling Stockholders, any present or future affiliate or associate of
any of them, or any other person acting in concert or as a group with any of the
foregoing persons.

<PAGE>
CONTROL SHARE ACQUISITIONS

The Maryland General Corporation Law provides that "control shares" of a
Maryland corporation acquired in a "control share acquisition" may not be voted
except to the extent approved by a vote of two-thirds of the votes entitled to
be cast by stockholders excluding shares owned by the acquirer, officers of the
corporation and directors who are employees of the corporation. "Control shares"
are shares which, if aggregated with all other shares previously acquired which
the person is entitled to vote, would entitle the acquirer to vote (i) 20% or
more but less than one-third of such shares, (ii) one-third or more but less
than a majority of such shares, or (iii) a majority of the outstanding shares.
Control shares do not include shares the acquiring person is entitled to vote
because stockholder approval has previously been obtained. A "control share
acquisition" means the acquisition of control shares, subject to certain
exceptions.

A person who has made or proposes to make a control share acquisition and who
has obtained a definitive financing agreement with a responsible financial
institution providing for any amount of financing not to be provided by the
acquiring person may compel the corporation's board of directors to call a
special meeting of stockholders to be held within 50 days of demand to consider
the voting rights of the shares. If no request for a meeting is made, the
corporation may itself present the question at any stockholders meeting.

Subject to certain conditions and limitations, the corporation may redeem any
or all of the control shares, except those for which voting rights have
previously been approved, for fair value determined, without regard to voting
rights, as of the date of the last control share acquisition or of any meeting
of stockholders at which the voting rights of such shares are considered and not
approved. If voting rights for control shares are approved at a stockholders
meeting and the acquirer is entitled to vote a majority of the shares entitled
to vote, all other stockholders may exercise appraisal rights. The fair value of
the shares as determined for purposes of such appraisal rights may not be less
than the highest price per share paid in the control share acquisition, and
certain limitations and restrictions otherwise applicable to the exercise of
dissenters' rights do not apply in the context of a control share acquisition.

The control share acquisition statute does not apply to shares acquired in a
merger, consolidation or share exchange if the corporation is a party to the
transaction, or to acquisitions approved or excepted by or pursuant to the
articles of incorporation or by-laws of the corporation.

EFFECT OF BUSINESS COMBINATION AND CONTROL SHARE ACQUISITION STATUTES

The business combination and control share acquisition statutes could have
the effect of discouraging offers to acquire any such offer.

LIMITATION ON LIABILITY OF DIRECTORS AND OFFICERS

The Company's Amended Certificate provides that, to the fullest extent that
limitations on the liability of directors and officers are permitted by the
Maryland General Corporation Law, no director or officer of the Company shall
have any liability to the Company or its stockholders for monetary damages. The
Maryland General Corporation Law provides that a corporation's charter may
include a provision which restricts or limits the liability of its directors or
officers to the corporation or its stockholders for money damages except (1) to
the extent that it is proved that the person actually received an improper
benefit or profit in money, property or services, for the amount of the benefit
or profit in money, property or services actually received or (2) to the extent
that a judgment or other final adjudication adverse to the person is entered in
a proceeding based on a finding in the proceeding that the person's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. In situations to
which the Amended Certificate provision applies, the remedies available to the
Company or a stockholder are limited to equitable remedies such as injunction or
rescission. This provision would not, in the opinion of the Commission,
eliminate or limit the liability of directors and officers under the federal
securities laws.

<PAGE>
INDEMNIFICATION

The Company's Amended Certificate and by-laws provide that the Company may
advance expenses to its currently acting and its former directors to the fullest
extent permitted by Maryland General Corporation Law, and that the Company shall
indemnify and advance expenses to its officers to the same extent as its
directors and to such further extent as is consistent with law. The Maryland
General Corporation Law provides that a corporation may indemnify any director
made a party to any proceeding by reason of service in that capacity unless it
is established that (1) the act or omission of the director was material to the
matter giving rise to the proceeding and (a) was committed in bad faith or (b)
was the result of active and deliberate dishonesty, or (2) the director actually
received an improper personal benefit in money, property or services, or (3) in
the case of an criminal proceeding, the director had reasonable cause to believe
that the act or omission was unlawful. The statute permits Maryland corporations
to indemnify its officers, employees or agents to the same extent as its
directors and to such further extent as is consistent with law.

The Company has also entered into indemnification agreements with certain
officers and directors which provide that the Company shall indemnify and
advance expenses to such officers and directors to the fullest extent permitted
by applicable law in effect on the date of the agreement, and to such greater
extent as applicable law may thereafter from time to time permit. Such
agreements provide for the advancement of expenses (subject to reimbursement if
it is ultimately determined that the officer or director is not entitled to
indemnification) prior to the final disposition of any claim or proceeding.

FOREIGN OWNERSHIP

Under the Amended Certificate and to comply with FCC rules and regulations,
the Company is not permitted to issue or transfer on its books any of its
capital stock to or for the account of any Alien if after giving effect to such
issuance or transfer, the capital stock held by or for the account of any alien
or aliens would exceed, individually or in the aggregate, 25% of the Company's
capital stock at any time outstanding. Pursuant to the Amended Certificate, the
Company will have the right to repurchase alien-owned shares at their fair
market value to the extent necessary, in the judgment of the Board of Directors,
to comply with the alien ownership restrictions. Any issuance or transfer of
capital stock in violation of such prohibition will be void and of no force and
effect. The Amended Certificate also provides that no Alien or Aliens shall be
entitled to vote, direct or control the vote of more than 25% of the total
voting power of all the shares of capital stock of the Company outstanding and
entitled to vote at any time and from time to time. Such percentage, however, is
20% in the case of the Company's subsidiaries which are direct holders of FCC
licenses. In addition, the Amended Certificate provides that no Alien shall be
qualified to act as an officer of the Company and no more than 25% of the total
number of directors of the Company at any time may be Aliens. The Amended
Certificate further gives the Board of Directors of the Company all power
necessary to administer the above provisions. See "Business -- Licensing and
Regulation."

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Company's Class A Common Stock is
The First National Bank of Boston.

<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of Class A Common Stock in the public market
could adversely affect the trading price of the Class A Common Stock. The
Company currently has outstanding 34,749,981 shares of Common Stock consisting
of 6,632,400 shares of Class A Common Stock and 28,117,581 shares of Class B
Common Stock. These amounts exclude the 5,564,253 shares of Class A Common Stock
offered pursuant to this Prospectus, all of which will be freely tradeable upon
sale. Of the outstanding shares, 6,632,400 shares of Class A Common Stock are
freely tradeable without restriction under the Securities Act, unless such
shares are held by "affiliates" of the Company, as that term is defined in Rule
144 under the Securities Act. The Company intends to register under the
Securities Act 1,259,238 shares of Class A Common Stock representing all shares
issuable upon exercise of options under the Company's Incentive Stock Option
Plan, the Company's Designated Participants Stock Option Plan and the Company's
Long Term Incentive Plan other than shares covered by the Prospectus.

The remaining 28,117,581 shares of Common Stock outstanding, consisting of
the shares of Class B Common Stock (all of which are convertible at the option
of the holder into Class A Common Stock), have not been registered under the
Securities Act and will be held by persons who may be considered affiliates of
the Company and may therefore be subject to limitations on the volume of shares
that can be sold. In general, under Rule 144 as currently in effect, any
affiliate is entitled to sell within any three-month period a number of shares
that does not exceed the greater of (i) 1% of the then outstanding shares of the
same class of Common Stock (approximately 66,324 shares immediately after this
Offering in the case of Class A Common Stock), or (ii) the average weekly
trading volume of the Class A Common Stock during the four calendar weeks
immediately preceding the date on which the notice of sale is filed with the
Commission. Sales under Rule 144 are also subject to certain manner of sale
provisions and notice requirements and to the availability of current public
information about the Company. Under Rule 144(k), any person (or persons whose
shares are aggregated) who is not deemed to have been an affiliate of the
Company at any time during the 90 days preceding a sale and who has beneficially
owned the shares proposed to be sold for at least three years (as computed under
Rule 144) is entitled to sell such shares without complying with the manner of
sale, public information, volume limitation and notice provisions of Rule 144.

Sales of substantial amounts of Common Stock or the perception that such
sales could occur may adversely affect the market price of the Class A Common
Stock.

DESCRIPTION OF INDEBTEDNESS

DESCRIPTION OF BANK CREDIT AGREEMENT

Since January 1, 1996, the Company, in connection with the River City
Acquisition, amended and restated the Bank Credit Agreement. The terms of the
Bank Credit Agreement as amended and restated are summarized below. The summary
set forth below does not purport to be complete and is qualified in its entirety
by reference to the provisions of the Bank Credit Agreement, which is filed as
an exhibit to the Registration Statement of which this Prospectus is a part. In
addition, not all indebtedness of the Company is described below, only that that
has been incurred since January 1, 1996. The terms of other indebtedness of the
Company are set forth in other documents previously filed by the Company with
the Commission. See "Available Information" and "Incorporation of Certain
Documents by Reference."

The Company entered into the Bank Credit Agreement with The Chase Manhattan
Bank, N.A., as Agent, and certain lenders (collectively, the "Banks"). The Bank
Credit Agreement is comprised of three components, consisting of (i) a reducing
revolving credit facility in the amount of $250 million (the "Revolving Credit
Facility"), (ii) a term loan in the amount of $550 million (the "Tranche A Term
Loan"), and (iii) a term loan in the amount of $200 million (the "Tranche B Term
Loan" and, together with the Tranche A Term Loan, the "Term Loans"). Beginning
March 31, 1999, the commitment under the Revolving Credit Facility is subject to
mandatory quarterly reductions to the following percentages of the initial
amount: 90% at December 31, 1999, 80% at December 31, 2000, 65% at December 31,
2001, 50% at December 31, 2002 and 0% at November 30, 2003. The Term Loans are
required to be repaid by the

75
<PAGE>

Company in equal quarterly installments beginning on December 31, 1996 with the
quarterly payments escalating annually through the final maturity date of
December 31, 2002 for the Tranche A Term Loan and November 30, 2003 for the
Tranche B Term Loan.

The Company is entitled to prepay the outstanding amounts under the Revolving
Credit Facility and the Term Loans subject to certain prepayment conditions and
certain notice provisions at any time and from time to time. Partial prepayments
of the Term Loans are applied in the inverse order of maturity to the
outstanding loans on a pro rata basis. Prepaid amounts of the Term Loans may not
be reborrowed. In addition, the Company is required commencing on June 30, 1996,
to pay an amount equal to (i) 100% of the net proceeds from the sale of assets
(other than in the ordinary course of business), (ii) insurance recoveries and
condemnation proceeds not promptly applied toward the repair or replacement of
the damaged properties, (iii) 80% of net Equity Issuance (as defined in the Bank
Credit Agreement and including the Offering proceeds), net of prior approved
uses and certain other exclusions, and (iv) 66 2/3% of Excess Cash Flow (as
defined in the Bank Credit Agreement), to the Banks for application first to
prepay the Term Loans, pro rata in inverse order of maturity, and then to prepay
outstanding amounts under the Revolving Credit Facility with a corresponding
reduction in commitment. The proceeds of the Offerings will be used to repay a
portion of the amounts due under the Bank Credit Agreement. See "Use of
Proceeds."

In addition to the Revolving Credit Facility and the Term Loans, the Bank
Credit Agreement provides that the Banks may, but are not obligated to, loan the
Company up to an additional $200 million at any time prior to September 29, 1997
(the "Incremental Facility"). This additional loan, if agreed to by the Agent
and a majority of the Banks, would be in the form of a senior secured standby
multiple draw term loan. The Incremental Facility would be available to fund the
acquisition of WSYX and certain other acquisitions and would be repayable in
equal quarterly installments beginning September 30, 1997, with the quarterly
payments escalating annually through the final maturity date of November 30,
2003.

The Company's obligations under the Bank Credit Agreement are secured by a
pledge of substantially all of the Company's assets, including the stock of all
of the Company's subsidiaries. The subsidiaries of the Company (other than
Cresap Enterprises, Inc.), and the Stockholder Affiliates (other than Gerstell
Development Corporation) have guaranteed the obligations of the Company. In
addition, all subsidiaries of the Company (other than Cresap Enterprises, Inc.),
and the Stockholder Affiliates have pledged, to the extent permitted by law, all
of their assets to the Banks. The Company has also agreed to cause the license
for each television station, and the licenses of the radio stations in each
local market, to be held in a separate, single purpose entity to be 100% owned
by the respective station subsidiary. The license subsidiary shares, LMAs and
options to acquire License Assets are pledged to the Banks to secure the
obligations of the Company under the Bank Credit Agreement.

Interest on amounts drawn under the Bank Credit Agreement is, at the option
of Company, equal to (i) the London Interbank Offered Rate plus a margin of
1.25% to 2.50% for the Revolving Credit Facility and 2.75% for the Term Loans,
or (ii) the Base Rate, which equals the Federal Funds Rate plus 1/2 of 1% of the
Prime Rate of Chase, plus a margin of zero to 1.25% for the Revolving Credit
Facility and 1.75% for the Term Loans. The Company must maintain interest rate
hedging arrangements or instruments for at least 50% of the principal amount of
the facilities.

The Bank Credit Agreement contains a number of covenants which restrict the
operations of the Company and its subsidiaries, including the ability to: (i)
merge, consolidate, acquire or sell assets; (ii) create additional indebtedness
or liens; (iii) pay dividends; (iv) enter into certain arrangements with or
investments in affiliates; (v) incur corporate expenses in excess of specified
limits; and (vi) change the business or ownership of the Company. The Company
and its subsidiaries are also prohibited under the Bank Credit Agreement from
incurring obligations relating to the acquisition of programming if, as a result
of such acquisition, the cash payments on such programming exceed specified
amounts set forth in the Bank Credit Agreement.

In addition, the Company and the subsidiaries are required to meet certain
covenants under the Bank Credit Agreement on a consolidated basis, as well as to
maintain certain financial ratios, including a total debt ratio, a senior debt
ratio, an interest expense ratio and a fixed charges ratio.

76
<PAGE>

The Events of Default under the Bank Credit Agreement include, among others:
(i) the failure to pay principal, interest or other amounts when due; (ii) the
making of untrue representations and warranties in connection with the Bank
Credit Agreement: (iv) a default by the Company or the subsidiaries in the
performance of its obligations under the Bank Credit Agreement or certain
related security documents; (v) certain events of insolvency or bankruptcy, (vi)
the rendering of certain money judgments against the Company or its
subsidiaries; (vii) the incurrence of certain liabilities to certain plans
governed by the Employee Retirement Income Security Act of 1974; (viii) a change
of control or ownership of the Company or its subsidiaries; (ix) the security
documents being terminated ceasing to be in full force and effect; (x) any
broadcast license (other than a non-material license) being terminated,
forfeited or revoked or failing to be renewed for any reason whatsoever or for
any reason a subsidiary shall at any time cease to be a licensee under any
broadcast license (other than a non-material broadcast license); (xi) any LMA or
options to acquire License Assets being terminated for any reason whatsoever;
(xii) any amendment, modification, supplement or waiver of the provisions of the
Indenture without the prior written consent of the majority lenders; and (xiii)
a payment default on any other indebtedness of the Company if the principal
amount of such indebtedness exceeds $5 million.

DESCRIPTION OF NOTES UNDER INDENTURES

The Notes were issued under Indentures dated December 9, 1993 (the "1993
Indenture")and August 28, 1995 (the "1995 Indenture" and together with the 1993
Indenture, the "Indentures"). Pursuant to the terms of the Indentures, the Notes
are guaranteed, jointly and severally, on a senior subordinated unsecured basis
by all of the Subsidiaries, except Cresap.

The 1993 Notes mature on December 15, 2003 and the 1995 Notes mature on
September 30, 2005, and are unsecured senior subordinated obligations of the
Company. The 1993 Indenture limited the aggregate principal amount of the 1993
Notes to $200.0 million and the 1995 Indenture limited the aggregate principal
amount of the 1995 Notes to $300.0 million. The 1993 Notes bear interest at the
rate of 10% per annum and are payable semi-annually on June 15 and December 15
of each year, commencing June 15, 1994, and the 1995 Notes bear interest at a
rate of 10% per annum and are payable semi-annually on September 30 and March 30
of each year, commencing March 30, 1996.

The Company issued $200.0 million of the 1993 Notes on December 9, 1993.
$100.0 million of these Notes were subsequently redeemed by the Company in March
1994 with proceeds from the sale of the original 1993 Notes that had been held
in escrow pending their expected use in connection with certain acquisitions of
the Company that were instead financed through drawings under the Bank Credit
Agreement. As of the date hereof, $100.0 million of the 1993 Notes remain
outstanding. The Company issued $300.0 million of the 1995 Notes on August 28,
1995. As of the date hereof, $300.0 million of the 1995 Notes remain
outstanding.

The 1993 Notes are redeemable in whole or in part prior to maturity at the
option of the Company on or after December 15, 1998 at certain redemption prices
specified in the 1993 Indenture, and the 1995 Notes are redeemable in whole or
in part prior to maturity at the option of the Company on or after September 30,
2000 at certain redemption prices specified in the 1995 Indenture.

The Notes are general unsecured obligations of the Company and subordinated
in right of payment to all senior debt (as defined in the Indentures), including
all indebtedness of the Company under the Bank Credit Agreement.

Upon a change of control (as defined in the Indentures), each holder of the
Notes will have the right to require the Company to repurchase such holder's
Notes at a price equal to 101% of the principal amount plus accrued interest
through the date of repurchase. In addition, the Company will be obligated to
offer repurchase Notes at 100% of their principal amount plus accrued interest
through the date of repurchase in the event of certain asset sales.

The Indentures impose certain limitations on the ability of the Company and
its Subsidiaries to, among other things, incur additional indebtedness, pay
dividends, or make certain other restricted payments, consummate certain asset
sales, enter into certain transactions with affiliates, incur indebtedness that
is subordinate in right to the payment of any senior debt and senior in right of
payment to the

77
<PAGE>

Notes, incur liens, impose restrictions on the ability of the subsidiaries to
pay dividends or make any payments to the Company, or merge or consolidate with
any other person or sell, assign, transfer, lease, convey, or otherwise dispose
of all or substantially all of the assets of the Company.

SELLING STOCKHOLDERS

The following table sets forth certain information with respect to the
Company's voting securities beneficially owned as of October 15, 1996. Except as
otherwise indicated, the address of all persons in the table is 1215 Cole
Street, St. Louis, Missouri 63106. Except for shares of Class A Common Stock
issuable to Barry Baker upon conversion of options, each of the shares offered
by this Prospectus is to be issued upon conversion of shares of Series B
Preferred Stock of the Company issued to River City in connection with the River
City Acquisition.

<TABLE>
<CAPTION>
AMOUNT
NAME OF RELATIONSHIP OWNED PRIOR AMOUNT OWNED % OWNED
BENEFICIAL WITH TO THE OFFERED FOR AFTER THE AFTER THE
OWNER COMPANY OFFERING SALE OFFERING OFFERING
- --------------------------------- ---------------- --------------- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
River City Broadcasting, L.P. ... Stockholder 4,181,818(a)
Baker, Barry
2000 West 41st Street Stockholder
Baltimore, Maryland 21211 and Consultant 1,644,311(b)

Partners of River City(a):

Better Communications, Inc. ..... Stockholder 490,393
CEA Investors VI, Inc............ Stockholder 10,822
BancBoston Investments Inc. ..... Stockholder 546,673
Pyramid Ventures, Inc............ Stockholder 556,345
Boston Ventures Limited
Partnership IV.................. Stockholder 922,909
Boston Ventures Limited
Partnership IVA................. Stockholder 519,073
Michaels, John P., Jr. Family
Trust........................... Stockholder 32,062
Johnson, Mr. Robert W., IV ...... Stockholder 106,204
Suelthaus, Mr. Kenneth H......... Stockholder 8,545
Scordo, Mr. Pasquale R. and Mrs.
Judith.......................... Stockholder 5,309
555 Genesee/Beta Partners........ Stockholder 32,415
Powell, Mrs. Diane Linen......... Stockholder 10,622
Perry, John H., III Revocable
Trust........................... Stockholder 106,204
Paredon Ridge, L.P............... Stockholder 21,240
Perry, Mrs. Chris................ Stockholder 10,622
Willner, Mr. Michael S........... Stockholder 2,655
Long, Mr. John H. ............... Stockholder 5,309
Brooks, Dr. Norman H............. Stockholder 5,309
Thomson, Mr. Richard E........... Stockholder 22,262
Thomson, Mrs. Patricia M......... Stockholder 10,622
Russell, Mr. Donald.............. Stockholder 54,222
Devereaux, Mr. W.A............... Stockholder 42,480
Lang, Mr. Monte.................. Stockholder 10,622
Sobol, Steven M., M.D............ Stockholder 21,240
Harms, Ms. Loretta M............. Stockholder 10,622

<PAGE>

<CAPTION>
AMOUNT
NAME OF RELATIONSHIP OWNED PRIOR AMOUNT OWNED % OWNED
BENEFICIAL WITH TO THE OFFERED FOR AFTER THE AFTER THE
OWNER COMPANY OFFERING SALE OFFERING OFFERING
- --------------------------------- ---------------- --------------- -------------- ------------ ------------
Harms, Beverly A., Revocable
Family Trust.................... Stockholder 64,825
Gawthrop, Mr. H. Gene............ Stockholder 10,622
Dugan, Mr. William J., Jr. ...... Stockholder 2,655
Ewen, Mr. Harold D............... Stockholder 30,698
McCloskey, Mr. Tom............... Stockholder 42,480
Howell, Mr. Donald C. and Mrs.
Gloria J........................ Stockholder 5,309
Cardy, Thomas W., Family Trust .. Stockholder 2,593
MacCrory, Mr. Thomas............. Stockholder 12,018
Kim Enterprises, L.P............. Stockholder 5,564
ERB 1994 Trust................... Stockholder 727
AEB 1994 Trust................... Stockholder 727
Baxt, Joy........................ Stockholder 2,516
Byrnes, Kathleen................. Stockholder 1,455
Reed, Colleen.................... Stockholder 2,516
Lackazerne, Inc.................. Stockholder 83,447
O'Brien, Kevin................... Stockholder 21,542
Marcus, Mr. Larry D.............. Stockholder 16,367
Marcus Investments, L.P.......... Stockholder 49,102

</TABLE>
- ----------

(a) As of the date hereof, River City owns 1,150,000 shares of Series B
Preferred Stock which are convertible at any time into 4,181,818 shares of
Class A Common Stock. River City intends (or, if the shares of Series B
Preferred Stock are distributed to River City's partners prior to the
effective date of the Registration Statement of which this Prospectus is a
part, certain partners of River City intend) to convert certain of such
shares of Series B Preferred Stock into shares of Class A Common Stock in
accordance with the terms of the Series B Preferred Stock and to sell such
shares of Class A Common Stock in approximately the amounts set forth
above. In the event that such shares of Series B Preferred Stock are
distributed to the partners of River City, such partners will be deemed to
be Selling Stockholders and will sell shares in the amounts set forth
above.

(b) Includes 1,382,435 shares that will be obtained by Mr. Baker upon exercise
of options which he currently holds. Options for 691,217.5 shares are
currently exercisable; options for 345,608.75 shares will become
exercisable on May 31, 1997; and options for 345,608.75 shares will become
exercisable on May 31, 1996. In addition, Mr. Baker controls BCI, the
general partner of River City, and may be deemed to beneficially own the
shares beneficially owned by River City.

PLAN OF DISTRIBUTION

The Selling Stockholders have advised the Company that from time to time they
may offer and sell the shares offered by this Prospectus in an underwritten
offering, on the over-the-counter market, in privately negotiated transactions,
or otherwise, at prices prevailing at the time of sale or related to the
then-current market price, or as may be negotiated at the time of sale. The
shares may be sold through securities brokers, dealers or banks, and such
brokers, dealers or banks may receive commissions or discounts from the Selling
Stockholders in amounts to be negotiated. With respect to any particular sale of
shares or as otherwise determined by the Company, the Company may prepare a
supplement to this Prospectus, which will supplement, supersede or replace, in
whole or in part, the information set forth in this Prospectus.

REGISTRATION RIGHTS AGREEMENT

The shares offered by this Prospectus are subject to a Registration Rights
Agreement dated as of May 31, 1996, as amended (the "Registration Rights
Agreement") by and among the Company, River City and certain other Registration
Rights Holders as are added from to time (together with River City, the
"Holders"). The Registration Rights Agreement obligates the Company, at its own
expense, to effect a Securities Act registration for shares of the Company's
Class A Common Stock (the "Registra-

79
<PAGE>

ble Securities")issued pursuant to the River City Acquisition and related
agreements as soon as practicable following the closing of the River City
Acquisition. To the extent that the Holders seek to offer at least 1,000,000
shares of Registrable Securities, the Company is required to retain an
underwriter selected by such Holders.

Pursuant to the Registration Rights Agreement, each of the Company and the
Holders also has certain piggy-back registration rights to include shares of
Class A Common Stock in an underwritten public offering proposed by the other.
If any managing underwriter of such an offering advises the Company and the
Holders that the number of Registrable Securities being offered creates a
significant risk that the price per share will be adversely affected or that the
number of shares is too large to be reasonably sold, then the number of shares
offered by the Company or the Holder, whichever is exercising its piggy-back
registration rights, will be reduced pro rata in proportion to the number of
shares sought to be offered.

The Registration Rights Agreement also provides that upon the occurrence of a
Trigger Event (as defined above in "Description of Capital Stock -- Preferred
Stock"), each holder of Class A Common Stock issued upon conversion of such
holder's Series B Preferred Stock prior to a Trigger Event shall have the right
the exchange its shares of Class A Common Stock back into that number of shares
of Series B Preferred Stock for which the Class A Common Stock was exchanged.

LEGAL MATTERS

The validity of the shares of Class A Common Stock being offered hereby and
certain other legal matters regarding the shares of Class A Common Stock will be
passed upon for the Company by Thomas & Libowitz, P.A., Baltimore, Maryland,
counsel to the Company, and by Wilmer, Cutler & Pickering, Baltimore, Maryland,
special securities counsel to the Company. Certain legal matters under the
Communications Act and the rules and regulations promulgated thereunder by the
FCC will be passed upon for the Company by Fisher Wayland Cooper Leader &
Zaragoza L.L.P., Washington. D.C. Basil A. Thomas, a director of the Company, is
of counsel to Thomas & Libowitz, P.A.

EXPERTS

The Consolidated Financial Statements and schedules of the Company as of
December 31, 1994 and 1995 and for each of the years ended December 31, 1993,
1994 and 1995, incorporated by reference in this Prospectus and elsewhere in the
registration statement of which this Prospectus is a part have been audited by
Arthur Andersen LLP, independent certified public accountants, as indicated in
their reports with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in giving said reports.

The consolidated financial statements of River City Broadcasting, L.P. as of
December 31, 1994 and 1995 and for each of the years ended December 31, 1993,
1994 and 1995, incorporated by reference in this Prospectus have been audited by
KPMG Peat Marwick LLP, independent certified public accountants, as indicated in
their reports with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in accounting and auditing.

The financial statements of Paramount Stations Group of Kerrville, Inc. as of
December 31, 1994 and August 3, 1995 and for the year ended December 31, 1994
and the period from January 1, 1995 through August 3, 1995, incorporated by
reference in this Prospectus have been audited by Arthur Andersen LLP,
independent certified public accountants, as indicated in their reports with
respect thereto, and are incorporated herein by reference in reliance upon the
authority of said firm as experts in giving said reports.

The financial statements of KRRT, Inc. as of December 31, 1995 and for the
period from July 25, 1995 through December 31, 1995, incorporated by reference
in this Prospectus have been audited by Arthur Andersen LLP, independent
certified public accountants, as indicated in their reports with respect
thereto, and are incorporated herein by reference in reliance upon the authority
of said firm as experts in giving said reports.

<PAGE>

The consolidated financial statements of Superior Communications Group, Inc.
at December 31, 1995 and 1994 and for each of the two years ended December 31,
1995 and 1994, incorporated by reference in this Prospectus have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
and are incorporated herein by reference in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.

The financial statements of Flint TV, Inc. as of December 31, 1994 and 1995
and for each of the years ended December 31, 1994 and 1995, incorporated by
reference in this Prospectus have been audited by Arthur Andersen LLP,
independent certified public accountants, as indicated in their reports with
respect thereto, and are incorporated herein by reference in reliance upon the
authority of the reports of said firm as experts in giving said reports.

The financial statements of Cincinnati TV 64 Limited Partnership and of
Kansas City TV 62 Limited Partnership as of December 31, 1995 and 1994 and for
the years then ended incorporated in this Prospectus by reference to Form 8-K of
Sinclair Broadcast Group, Inc. filed May 17, 1996 have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.

AVAILABLE INFORMATION

The Company is subject to the information requirements of the Exchange Act,
and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following regional offices of the
Commission: 75 Park Place, Room 1228, New York, New York 10007 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60621. Copies of such material may
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. at prescribed rates. Such reports and other
information can also be reviewed through the Commission's Electronic Data
Gathering, Analysis, and Retrieval System ("EDGAR") which is publicly available
though the Commission's Web site (http://www.sec.gov). In addition, the
Company's Class A Common Stock is listed on the Nasdaq Stock Market's National
Market System, and material filed by the Company can be inspected at the offices
of the National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.

The Company has filed a Registration Statement on Form S-3 (together with all
amendments thereto, the "Registration Statement") with the Commission in
Washington, D.C., in accordance with the provision of the Securities Act of 1933
as amended (the "Securities Act"), with respect to the Class A Common Stock
offered hereby. As permitted by the rules and regulations of the Commission,
this Prospectus does not contain all of the information contained in the
Registration Statement and the exhibits and schedules thereto. Statements
contained herein concerning the provisions of any document filed as an exhibit
to the Registration Statement or otherwise filed with the Commission are not
necessarily complete, and in each instance reference is made to the copy of the
document so filed. Each such statement is qualified in its entirety by such
reference. The Registration Statement and the exhibits thereto may be inspected
without charge at the offices of the Commission or on EDGAR or copies thereof
may be obtained at prescribed rates from the Public Reference Section of the
Commission at the address set forth above.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission pursuant to
Sections 13(a) and 15(d) of the Exchange Act are incorporated hereby by
reference: (i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995; (ii) the Company's Quarterly Reports on
81

<PAGE>
Form 10-Q for the quarterly periods ended March 31, 1996 and June 30, 1996 (as
amended); (iii) the Company's proxy statement filed on Schedule 14A on May 30,
1996; (iv) the Company's Current Report on Form 8-K filed May 17, 1996 (as
amended); and (v) the Company's Current Report on Form 8-K filed October 21,
1996.

All documents filed by the Company pursuant to Sections 13(a), 13(c) 14 and
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
termination of the offering of the Class A Common Stock offered hereby shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in
this Prospectus or in a document incorporated or deemed to be incorporated by
reference in this Prospectus will be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded will not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

A copy of any and all of the documents incorporated herein by reference
(other than exhibits unless such exhibits are specifically incorporated by
reference into any such document) will be provided without charge to any person
to whom a copy of this Prospectus is delivered, upon written or oral request.
Requests should be directed to Sinclair Broadcast Group, Inc., Attention: David
B. Amy, Chief Financial Officer, 2000 West 41st Street, Baltimore, Maryland
21211; telephone number (410) 467-5005.

<PAGE>
GLOSSARY OF DEFINED TERMS

"ABC" means Capital Cities/ABC, Inc.

"After tax cash flow" is defined as net income (loss) before extraordinary
items plus depreciation and amortization (including film amortization), less
program contract payments, plus non-cash deferred compensation expense, plus
special bonuses paid to executive officers, and plus deferred tax provision or
minus deferred tax benefit. After tax cash flow is presented here not as a
measure of operating results and does not purport to represent cash provided by
operating activities. After tax cash flow should not be considered in isolation
or as a substitute for measures of performance prepared in accordance with
generally accepted accounting principles.

"After tax cash flow per share" is defined as after tax cash flow divided by
weighted average shares outstanding.

"Amended Certificate" means the Amended and Restated Articles of
Incorporation of the Company.

"Arbitron" means Arbitron, Inc.

"ATV" means advanced television service.

"Baker Employment Agreement" means the Employment Agreement dated as of April
10, 1996 by and between Barry Baker and SCI.

"Bank Credit Agreement" means the Company's credit facility with the Banks
dated as of May 31, 1996 consisting of the Revolving Credit Facility and the
Term Loans.

"Banks" means The Chase Manhattan Bank, N.A., as agent under the Bank Credit
Agreement and certain lenders named in the Bank Credit Agreement.

"Boston Ventures" means Boston Ventures Limited Partnership IV and Boston
Ventures Limited Partnership IVA collectively.

"Broadcast Cash Flow" means operating income plus corporate overhead
expenses, special bonuses paid to executive officers, non-cash deferred
compensation, depreciation and amortization, including both tangible and
intangible assets and program rights, less cash payment for program rights. Cash
program payments represent cash payments made for current program payables and
sports rights and do not necessarily correspond to program usage. Special
bonuses paid to executive officers are considered unusual and non-recurring. The
Company has presented broadcast cash flow data, which the Company believes are
comparable to the data provided by other companies in the industry, because such
data are commonly used as a measure of performance for broadcast companies.
However, broadcast cash flow (i) does not purport to represent cash provided by
operating activities as reflected in the Company's consolidated statements of
cash flow, (ii) is not a measure of financial performance under generally
accepted accounting principles and (iii) should not be considered in isolation
or as a substitute for measures of performance prepared in accordance with
generally accepted accounting principles.

"Broadcast cash flow margin" means broadcast cash flow divided by net
broadcast revenues.

"CBS" means CBS, Inc.

"CCI" means Cunningham Communications, Inc.

"Cincinnati/Kansas City Acquisitions" means the Company's acquisition of the
assets and liabilities of WSTR-TV (Cincinnati, OH) and KSMO-TV (Kansas City,
MO).

"Class A Common Stock" means the Company's Class A Common Stock, par value
$.01 per share.

"Class B Common Stock" means the Company's Class B Common Stock, par value
$.01 per share.

"Columbus Option" means the Company's option to purchase both the Non-License
Assets and the License Assets relating to WSYX-TV (ABC), Columbus, OH.

G-1

<PAGE>

"Commission" means the Securities and Exchange Commission.

"Common Stock" means the Class A Common Stock and the Class B Common
Stock.

"Communications Act" means the Communications Act of 1934, as amended.

"Company" means Sinclair Broadcast Group, Inc. and its wholly-owned
subsidiaries.

"Controlling Shareholders" means David D. Smith, Frederick G. Smith, J.
Duncan Smith and Robert E. Smith.

"DAB" means digital audio broadcasting.

"DBS" means direct-to-home broadcast satellite television.

"Designated Market Area" or "DMA" means one of the 211 generally-recognized
television market areas.

"DOJ" means the United States Justice Department.

"DTV" means digital television.

"EDGAR" means the Commission's Electronic Data Gathering, Analysis and
Retrieval System.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"FCC" means the Federal Communications Commission.

"FCN" means the Fox Children's Network.

"Flint Acquisition" means the Company's acquisition of the assets of WSMH-TV
(Flint, Michigan).

"Fox" means Fox Broadcasting Company.

"FSFA" means FSF Acquisition Corporation, the parent of the owner and
operator of WRDC-TV in Raleigh, Durham, acquired by the Company in August 1994.

"Gerstell" means Gerstell Development Corporation.

"Gerstell LP" means Gerstell Development Limited Partnership.

"Glencairn" means Glencairn, Ltd. and its subsidiaries.

"Greenville Stations" means the radio stations WFBC-FM, WORD-AM, WFBC-AM,
WSPA-AM, WSPA-FM, WOLI-FM, and WOLT-FM located in the Greenville/Spartanburg,
South Carolina area.

"HSR" means the Hart-Scott-Rodino Antitrust Improvements Act, as amended.

"Incremental Facility" means the loan by the Banks of up to an additional
$200.0 million to the Company pursuant to the Bank Credit Agreement at any time
prior to September 29, 1997.

"Indentures" means the indentures relating to the Notes.

"Independent" means a station that is not affiliated with any of ABC, CBS,
NBC, FOX, UPN or Warner Brothers.

"JSAs" means joint sales agreements pursuant to which an entity has the
right, for a fee paid to the owner and operator of a station, to sell
substantially all of the commercial advertising on the station.

"KIG" means Keyser Investment Group.

"KSC" means Keymarket of South Carolina, Inc.

"License Assets" means the television and radio station assets essential for
broadcasting a television or radio signal in compliance with regulatory
guidelines, generally consisting of the FCC license, transmitter, transmission
lines, technical equipment, call letters and trademarks, and certain furniture,
fixtures and equipment.

G-2

<PAGE>
"License Assets Option" means the Company's option to purchase the License
Assets of KDNL-TV (ABC), St. Louis, MO; KOVR-TV (CBS), Sacramento, CA; WTTV-TV
(UPN) and WTTK-TV (UPN), Indianapolis, IN; WLOS-TV (ABC), Asheville, NC;
WFBC-TV(Ind), Greenville/Spartanburg, South Carolina; KABB-TV(Fox), San
Antonio, TX; and KDSM-TV (Fox), Des Moines, IA.

"LMAs" means program services agreements, time brokerage agreements or local
marketing agreements pursuant to which an entity provides programming services
to television or radio stations that are not owned by the entity.

"Major Networks" means each of ABC, CBS or NBC, singly or collectively.

"Maryland General Corporation Law" means the general corporation laws of the
State of Maryland.

"MMDS" means multichannel multipoint distribution services.

"MSA" means the Metro Survey Area as defined by Arbitron.

"NASD" means National Association of Securities Dealers, Inc.

"NBC" means the National Broadcasting Company.

"Nielsen" means the A.C. Nielsen Company Station Index dated May, 1996.

"1995 Notes" means the Company's 10% Senior Subordinated Notes due in 2005.

"1996 Act" means the Telecommunications Act of 1996.

"1993 Notes" means the Company's 10% Senior Subordinated Notes due in 2003.

"Non-License Assets" means the assets relating to operation of a television
or radio station other than License Assets.

"Notes" means the 1993 Notes and the 1995 Notes.

"Offering" means the offering of 5,564,253 shares of Class A Common Stock by
the Selling Stockholders.

"Operating cash flow" means broadcast cash flow less corporate expenses and
is a commonly used measure of performance for broadcast companies. Operating
cash flow does not purport to represent cash provided by operating activities as
reflected in the Company's consolidated statements of cash flow, is not a
measure of financial performance under generally accepted accounting principles
and should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with generally accepted accounting
principles.

"Operating cash flow margin" means the operating cash flow divided by net
broadcast revenues.

"Peoria/Bloomington Acquisition" means the acquisition by the Company of the
assets of WYZZ-TV on July 1, 1996.

"Permitted Transferee" means (i) any Controlling Stockholder, (ii) the estate
of a Controlling Stockholder, (iii) the spouse or former spouse of a Controlling
Stockholder, (iv) any lineal descendant of a Controlling Stockholder, any spouse
of any such lineal descendant, a Controlling Stockholder's grandparent, parent,
brother or sister, or a Controlling Stockholder's spouse's brother or sister,
(v) any guardian or custodian (including a custodian for purposes of the Uniform
Gift to Minors Act or Uniform Transfers to Minors Act) for, or any conservator
or other legal representative of, one or more Permitted Transferees, (vi) any
trust or savings or retirement account, including an individual retirement
account for purposes of federal income tax laws, whether or not involving a
trust, principally for the benefit of one or more Permitted Transferees,
including any trust in respect of which a Permitted Transferee has any general
or special testamentary power of appointment or general or special
non-testamentary power of appointment which is limited to any other Permitted
Transferee, (vii) the Company, (viii) any employee benefit plan or trust
thereunder sponsored by the Company or any of its subsidiaries, (ix) any trust
principally for the benefit of one or more of the persons referred to in (i)
through (iii) above, (x) any corporation, partnership or other entity if all of
the beneficial ownership is held by one or more of

G-3

<PAGE>
the persons referred to in (i) through (iv) above, and (xi) any broker or dealer
in securities, clearing house, bank, trust company, savings and loan association
or other financial institution which holds Class B Common Stock for the benefit
of a Controlling Stockholder or Permitted Transferee thereof.

"Revolving Credit Facility" means the reducing revolving credit facility
under the Bank Credit Agreement in the principal amount of $250.0 million.

"River City" means River City Broadcasting, L.P.

"River City Acquisition" means the Company's acquisition from River City and
the owner of KRRT of certain Non-License Assets, options to acquire certain
License and Non-License Assets and rights to provide programming or sales and
marketing for certain stations, which was completed May 31, 1996.

"SCI" means Sinclair Communications, Inc., a wholly-owned subsidiary of the
Company that will hold all of the broadcast operations of the Company.

"Securities Act" means the Securities Act of 1933, as amended.

"Selling Stockholders" means River City, Barry Baker and the partners of
River City that are set forth in the section captioned "Selling Stockholders."

"Senior Securities" means up to $400.0 million of stock that may be issued by
the Company, as to which the Series B Preferred Stock will have the same rank.

"Series A Preferred Stock" means the Company's Series A Exchangeable
Preferred Stock, par value $.01, each share of which has been exchanged for a
share of the Company's Series B Convertible Preferred Stock.

"Series B Preferred Stock" means the Company's Series B Convertible Preferred
Stock, par value $.01.

"Sinclair" means Sinclair Broadcast Group, Inc. and its wholly-owned
subsidiaries.

"Stockholder Affiliates" means certain non-Company entities owed and
controlled by the Controlling Stockholders, including CCI, Gerstell, Gerstell LP
and KIG.

"Stockholders' Agreement" means the stockholders agreement by and among the
Controlling Stockholders.

"Subsidiaries" mean the wholly-owned subsidiaries of Sinclair Broadcast
Group, Inc.

"Superior Acquisition" means the Company's acquisition of the stock of
Superior Communications, Inc.

"TBAs" means time brokerage agreements; see definition of "LMAs."

"Term Loans" means the Tranche A Term Loan and the Tranche B Term Loan
collectively.

"Tranche A Term Loan" means the term loan under the Bank Credit Agreement in
the principal amount of $550.0 million.

"Tranche B Term Loan" means the term loan under the Bank Credit Agreement in
the principal amount of $200.0 million.

"UHF" means ultra-high frequency.

"UPN" means United Paramount Television Network Partnership.

"VHF" means very-high frequency.

"Voting Agreement" means the voting agreement dated as of April 10, 1996 by
and among the Controlling Stockholders, Barry Baker and Boston Ventures.

"Warner Brothers" means Warner Brothers, Inc.

G-4

<PAGE>
================================================================================

No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company or any Underwriter. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy the shares of Class A Common Stock by anyone in any jurisdiction in which
the offer or solicitation is not authorized, or in which the person making the
offer or solicitation is not qualified to do so, or to any person to whom it is
unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall create any implication that
information contained herein is correct as of any time subsequent to this date
hereof.
----------

TABLE OF CONTENTS

PAGE NO
-------
Prospectus Summary ..................................................... 3
Risk Factors ........................................................... 10
Use of Proceeds ........................................................ 19
Price Range of Common Stock ............................................ 19
Dividend Policy ........................................................ 19
Capitalization ......................................................... 20
Selected Consolidated Financial Information ............................ 21
Pro Forma Consolidated Financial Information ........................... 23
Management's Discussion and Analysis of Financial Condition and Results
of Operations ......................................................... 31
Industry Overview ...................................................... 38
Business ............................................................... 40
Management ............................................................. 64
Certain Transactions ................................................... 69
Description of Capital Stock ........................................... 69
Shares Eligible for Future Sale ........................................ 75
Description of Indebtedness ............................................ 75
Selling Stockholders ................................................... 78
Plan of Distribution ................................................... 79
Legal Matters .......................................................... 80
Experts ................................................................ 80
Available Information .................................................. 81
Incorporation of Certain Documents by Reference ........................ 81

================================================================================

5,564,253 SHARES

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IMAGE OMITTED
(SEE NARRATIVE DESCRIPTION BELOW OR IN "APPENDIX FOR GRAPHICS AND IMAGES".)

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CLASS A COMMON STOCK

----------------------

PROSPECTUS

NOVEMBER 7, 1996
----------------------

================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following are the estimated expenses payable by the Company in connection
with the issuance and distribution of the securities being registered other than
any underwriting compensation.

ITEM AMOUNT
------------------------------------- ---------
SEC Registration Fee ................ $ 71,472
Nasdaq fee .......................... 17,500
Blue Sky fees and expenses .......... 20,000
Printing and engraving expenses ..... 200,000
Legal fees and expenses ............. 275,000
Accounting fees and expenses ........ 125,000
Transfer agent and registrar fees and
expenses ............................ 10,000
Miscellaneous fees and expenses ..... 6,028
--------
Total ............................. 725,000
========

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Articles of Amendment and Restatement and By-Laws of the Company state
that the Company shall indemnify, and advance expenses to, its directors and
officers whether serving the Company or at the request of another entity to the
fullest extent permitted by and in accordance with Section 2-418 of the Maryland
General Corporation Law. Section 2-418 contains certain provisions which
establish that a Maryland corporation may indemnify any director or officer made
party to any proceeding by reason of service in that capacity, against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by the director or officer in connection with such proceeding unless it
is established that the director's or officer's act or omission was material to
the matter giving rise to the proceeding and the director or officer (i) acted
in bad faith or with active and deliberate dishonesty; (ii) actually received an
improper personal benefit in money, property or services; or (iii) in the case
of a criminal proceeding, had reasonable cause to believe that his act was
unlawful. However, if the proceeding was one by or in the right of the
corporation, indemnification may not be made if the director or officer is
adjudged to be liable to the corporation. The statute also provides for
indemnification of directors and officers by court order.

Section 12 of Article II of the Amended By-Laws of Sinclair Broadcast Group,
Inc. provides as follows:

A director shall perform his duties as a director, including his duties as a
member of any Committee of the Board upon which he may serve, in good faith, in
a manner he reasonably believes to be in the best interests of the Corporation,
and with such care as an ordinarily prudent person in a like position would use
under similar circumstances. In performing his duties, a director shall be
entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, in each case prepared or
presented by:

(a) one or more officers or employees of the Corporation whom the director
reasonably believes to be reliable and competent in the matters presented;

(b) counsel, certified public accountants, or other persons as to matters
which the director reasonably believes to be within such person's professional
or expert competence; or

(c) a Committee of the Board upon which he does not serve, duly designated in
accordance with a provision of the Articles of Incorporation or the By-Laws, as
to matters within its designated authority, which Committee the director
reasonably believes to merit confidence.

II-1

<PAGE>
A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted. A person who performs his duties in
compliance with this Section shall have no liability by reason of being or
having been a director of the Corporation.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Since January 1, 1993 the Registrant has made no unregistered offers or sales
of its securities except as follows. The Company issued 1,150,000 shares of
Series A Preferred Stock in connection with the River City Acquisition. These
shares were exchanged for a like number of shares of Series B Preferred Stock
and are convertible into 4,181,818 shares of Class A Common Stock. The Company
also issued options for the purchase of 1,382,435 shares of Class A Common Stock
to Barry Baker in connection with the River City Acquisition. These shares and
options were issued in a transaction not involving any public offering exempt
from registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------------ --------------------------------------------------------------------------------------------
<S> <C>
4.1 Form of Class A Common Stock Certificate (incorporated by reference to the Company's
registration statement on Form S-1, No. 33-90682)
5.1 Form of Opinion of Wilmer, Cutler & Pickering (including the consent of such firm)
regarding legality of securities being offered
21.1+ Subsidiaries of the Company
23.1 Consent of Wilmer, Cutler & Pickering (incorporated herein by reference to Exhibit 5.1
hereto)
23.2 Consent of Arthur Andersen LLP, independent certified public accountants
23.3 Consent of KPMG Peat Marwick LLP, independent certified public accountants
23.4 Consent of Price Waterhouse LLP, independent certified public accountants, relating
to financial statements of Kansas City TV 62 Limited Partnership
23.5 Consent of Price Waterhouse LLP, independent certified public accountants, relating to
financial statements of Cincinnati TV 64 Limited Partnership
23.6 Consent of Ernst & Young LLP, independent certified public accountants
23.7 Consent of Barry Baker to be named as a director
23.8 Consent of Roy F. Coppedge, III to be named as a director
24.1+ Powers of Attorney for David D. Smith, Frederick G. Smith, J. Duncan Smith, Robert E.
Smith, Basil A. Thomas, William Brock, Lawrence McCanna and David B. Amy (see signature
pages to this Registration Statement on Form S-3)
</TABLE>
- ----------

+ Previously filed.

II-2
<PAGE>
(b) FINANCIAL STATEMENT SCHEDULES:

SCHEDULE
NUMBER DESCRIPTION PAGE NO.
- ----------- -------------------------------- ----------
II Valuation And Qualifying Accounts S-3

ITEM 17. UNDERTAKINGS

(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in this Registration
Statement or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
persons of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

(b) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement;

(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

II-3

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baltimore, Maryland on the 6th day of November,
1996.

SINCLAIR BROADCAST GROUP, INC.

By: /s/ David D. Smith
---------------------------
David D. Smith
Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------- ---------------------------------------- --------------------
<S> <C> <C>

* Chairman Of The Board, November 6, 1996
- ------------------------ Chief Executive Officer,
David D. Smith President and Director
(Principal Executive
Officer)

/s/ David B. Amy Chief Financial Officer November 6, 1996
- ------------------------ (Principal Financial and Accounting
David B. Amy Officer)

* Director November 6, 1996
- ------------------------
Frederick G. Smith

* Director November 6, 1996
- ------------------------
J. Duncan Smith

* Director November 6, 1996
- ------------------------
Robert E. Smith

* Director November 6, 1996
- ------------------------
Basil A. Thomas

* Director November 6, 1996
- ------------------------
William E. Brock

* Director November 6, 1996
- ------------------------
Lawrence E. McCanna
</TABLE>

* By: /s/ David B. Amy
-------------------
David B. Amy
Attorney-in-fact

II-4

<PAGE>

SCHEDULE II

SINCLAIR BROADCAST GROUP, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO CHARGED BALANCE
BEGINNING COSTS AND TO OTHER AT END
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
- ------------------------------------ ------------ ------------ ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
1993 Allowance for doubtful
accounts............................ $472 $255 $ -- $222 $ 505
1994 Allowance for doubtful
accounts............................ 505 445 -- 95 855
1995 Allowance for doubtful
accounts............................ 855 978 -- 767 1,066
</TABLE>

S-1

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.

ARTHUR ANDERSEN LLP

Baltimore, Maryland
November 6, 1996

EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT

The Partners
River City Broadcasting, L.P.:

We consent to the incorporation by reference in the Registration Statement No.
33-12255 on Form S-3 as amended of Sinclair Broadcast Group, Inc. of our report
dated February 23, 1996 with respect to the consolidated balance sheets of River
City Broadcasting, L.P. as of December 31, 1994 and 1995 and the related
consolidated statements of operations, partners' capital (deficit), and cash
flows for each of the years in the three-year period ended December 31, 1995
which report appears in the form 8-K/A of Sinclair Broadcast Group, Inc. dated
May 9, 1996 and to the reference to our firm under the heading "Experts" in the
prospectus.

KPMG PEAT MARWICK LLP

St. Louis, Missouri
November 6, 1996

EXHIBIT 23.4

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3/A (No. 333-12255) of
Sinclair Broadcast Group, Inc. of our report dated March 22, 1996 relating to
the financial statements of Kansas City TV 62 Limited Partnership, which appears
on page 63 of the Form 8-K of Sinclair Broadcast Group, Inc. dated May 9, 1996.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.

/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP

Boston, Massachusetts
November 6, 1996

EXHIBIT 23.5

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3/A (No. 333-12255) of
Sinclair Broadcast Group, Inc. of our report dated March 22, 1996 relating to
the financial statements of Cincinnati TV 64 Limited Partnership, which appears
on page 78 of the Form 8-K of Sinclair Broadcast Group, Inc. dated May 9, 1996.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.

/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP

Boston, Massachusetts
November 6, 1996

EXHIBIT 23.6

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 23, 1996, with respect to the financial
statements of Superior Communication Group, Inc. incorporated by reference in
the Registration Statement (Form S-3 No. 333-12255) and related Prospectus of
Sinclair Broadcast Group, Inc.

/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
November 5, 1996

EXHIBIT 23.7

CONSENT TO BE NAMED AS A DIRECTOR

I hereby consent to be named as a person who will become a director of
Sinclair Broadcast Group, Inc. (the "Company") at such time as permitted by
applicable Federal Communications Commission rules and regulations in
Registration Statements Nos. 333-12255 and 333-12257 filed with the Securities
and Exchange Commission, and any amendments thereto, and in any registration
statements filed pursuant to Rule 462(b) and relating to the offering
contemplated by the foregoing registration statements.

Dated: October 15, 1996 /s/ BARRY BAKER
-------------------------
Barry Baker

EXHIBIT 23.8

CONSENT TO BE NAMED AS A DIRECTOR

I hereby consent to be named as a person who will become a director of
Sinclair Broadcast Group, Inc. (the "Company") at such time as permitted by
applicable Federal Communications Commission rules and regulations in
registration statements Nos. 333-12255 and 333-12257 filed with the Securities
and Exchange Commission and any amendments thereto, and in any registration
statements filed pursuant to Rule 462(b) and relating to the offering
contemplated by the foregoing registration statements.

Dated: October 16, 1996 /s/ ROY F. COPPEDGE, III
-------------------------
Roy F. Coppedge, III