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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____________)*
Sinclair Broadcast Group, Inc.
_______________________________________________________________________________
(Name of Issuer)
Class A Common Stock, $.01 par value
_______________________________________________________________________________
(Title of Class of Securities)
829226 10 9
_______________________________________________________________________________
(CUSIP Number)
J. Duncan Smith, Sinclair Broadcast Group, Inc.
2000 W. 41st Street, Baltimore, Maryland 21211, (410) 467-5005
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 31, 1996
_______________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box is a fee is being paid with the statement [x]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission.
See Rule 13d-1(a) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 829226 10 9 Page ____2_____ of ___23___ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVID D. SMITH
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,249,999
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,249,999
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,249,999
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.6%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 829226 10 9 Page _____3____ of ___23_ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FREDERICK G. SMITH
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,066,994
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,066,994
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,066,994
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 829226 10 9 Page ____4_____ of ___23___ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. DUNCAN SMITH
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,072,394
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,072,394
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,072,394
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 829226 10 9 Page _____5____ of ___23___ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT E. SMITH
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,039,994
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,039,994
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,039,994
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
The title of the class of equity securities to which this statement
relates is Class A Common Stock, par value $.01 per share (the "Class A Common
Stock") of Sinclair Broadcast Group, Inc., a Maryland corporation (the
"Company"). The address of the principal executive office of the Company is
2000 W. 41st Street, Baltimore, Maryland 21211.
Item 2. Identity and Background.
(a) This statement is filed on behalf of David D. Smith, Frederick
G. Smith, J. Duncan Smith and Robert E. Smith (the "Smiths"), who are members of
a group (the "Group") consisting of themselves and Barry Baker, Boston Ventures
Limited Partnership IV and Boston Ventures Limited Partnership IVA, ("Boston
Ventures," and with Baker, the "River City Parties" and with the Smiths, the
"Reporting Persons").
(b) The business address of the Smiths is 2000 W. 41st Street,
Baltimore, Maryland 21211.
(c) David D. Smith is the President, Chief Executive Officer and
Chairman of the Board of the Company. Frederick G. Smith is Vice President of
the Company. J. Duncan Smith is Vice President and Secretary of the Company.
Robert E. Smith is Vice President and Treasurer of the Company.
(d)-(e) None of the Smiths has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) The Smiths are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
This statement on Schedule 13D is being filed to reflect the formation
of the Group upon the acquisition by the River City Parties of beneficial
ownership of shares of Class A Common Stock as partial consideration in
connection with the sale of certain assets of River City Broadcasting, L.P. (the
"Acquisition") to the Company and the execution of a Voting Agreement, dated
April 10, 1996 (the "Voting Agreement") by the members of the Group. Each of
the shares of Class A Common Stock beneficially owned by the Smiths were
acquired prior to the date such shares were registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
Item 4. Purpose of Transaction.
The Reporting Persons have entered into the Voting Agreement, pursuant
to which they have agreed to vote on certain specified matters. See Item 6.
The Voting Agreement was entered into in connection with the Acquisition and the
purpose of the Voting Agreement is to obligate the members of the Group to vote
in favor of certain matters in connection with the Acquisition and to vote for
each of Messrs. David, Frederick, Duncan and Robert Smith and Mr. Barry Baker
and such individual as may be designated by Boston Ventures (the "BV Designee")
as directors of the Company during the periods specified in the Voting
Agreement.
Item 5. Interest in Securities of the Issuer.
(a) , (b) and (d) The following table sets forth the aggregate number
and percentage of shares of Class A Common Stock and Class B Common Stock
beneficially owned by each member of the Group as of June 27, 1996. Holders of
Class B Common Stock may exchange their shares of Class B Common Stock into
Class A Common Stock at any time. Except as noted, each person has sole power
to vote or direct the vote and to dispose or direct the disposition of all of
the shares set forth below, except that all of the shares are subject to the
Voting Agreement, and no other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, such securities. Each of the Smiths disclaims beneficial ownership of the
shares beneficially owned by other members of the Group. Information regarding
beneficial ownership by members of the Group other than the Smiths is set forth
to the best knowledge of the Smiths.
<TABLE>
Shares of Class B Common Stock Shares of Class A Common Stock
Beneficially Owed Beneficially Owned
<CAPTION>
Total Total
Name Percent Voting Percent Voting
Number of Class Power (a) Number of Class Power (a)
<S> <C> <C> <C> <C> <C> <C>
David D. Smith(b) 7,249,999 25.96% 24.96% 0 * *
Frederick G. Smith(c) 7,093,994 25.00 24.32 3,000 * *
J. Duncan Smith(d) 7,069,994 24.83 24.34 2,400 * *
Robert E. Smith (e) 7,037,994 24.71 24.23 2,000 * *
Barry Baker (f) 0 * * 4,873,036 43.72% 1.65%
oston Ventures IV (g) 0 * * 0 * *
Boston Ventures IVA (g) 0 * * 0 * *
Reporting Persons
as a group
(7 persons)(h) 28,476,981 100% 97.84% 4,880,436 43.79% 1.65%
</TABLE>
* Less than 1%
(a) Holders of Class A Common Stock are entitled to one vote per
share and holders of Class B Common Stock are entitled to ten
votes per share except for votes relating to "going private" and
certain other transactions. Holders of both classes of Common
Stock will vote together as a single class on all matters
presented for a vote, except as otherwise may be required by
Maryland law, and holders of Class B Common Stock may exchange
their shares of Class B Common Stock into Class A Common Stock at
any time.
(b) If David Smith exchanged all his Class B Common Stock for Class A
Common Stock, and none of the other Smiths exchanged their
shares, he would beneficially own 53.6% of the issued and
outstanding Class A Common Stock (or 3.2% of the voting power of
issued and outstanding shares).
(c) Includes 531,696 shares held in irrevocable trusts established by
Frederick G. Smith for the benefit of his children and as to
which Mr. Smith has the power to acquire by substitution of trust
property. Absent such substitution, Mr. Smith would have no
power to vote or dispose of the shares. If Frederick Smith
exchanged all his Class B Common Stock for Class A Common Stock,
and none of the other Smiths exchanged their shares, he would
beneficially own 53.2% of the issued and outstanding Class A
Common Stock (or 3.1% of the voting power of issued and
outstanding shares).
(d) Includes 531,696 shares held in irrevocable trusts established by
J. Duncan Smith for the benefit of his children and as to which
Mr. Smith has the power to acquire by substitution of trust
property. Absent such substitution, Mr. Smith would have no
power to vote or dispose of the shares. If Duncan Smith
exchanged all his Class B Common Stock for Class A Common Stock,
and none of the other Smiths exchanged their shares, he would
beneficially own 53.0% of the issued and outstanding Class A
Common Stock (or 3.1% of the voting power of issued and
outstanding shares).
(e) Includes 531,696 shares held in irrevocable trusts established by
Robert E. Smith for the benefit of his children and as to which
Mr. Smith has the power to acquire by substitution of trust
property. Absent such substitution, Mr. Smith would have no
power to vote or dispose of the shares. If Robert Smith
exchanged all his Class B Common Stock for Class A Common Stock,
and none of the other Smiths exchanged their shares, he would
beneficially own 52.9% of the issued and outstanding Class A
Common Stock (or 3.1% of the voting power of issued and
outstanding shares).
(f) Includes 691,218 shares Mr. Baker has the right to acquire upon
the exercise of vested options and 4,181,818 shares of Class A
Common Stock that Mr. Baker may be deemed the beneficial owner of
by virtue of his beneficial ownership of Series A Preferred Stock
of the Company. Upon approval by shareholders of the Company of
an increase in the number of authorized shares of Class A Common
Stock of the Company, the Series A Preferred Stock will
automatically be exchanged for Series B Preferred Stock of the
Company, which in turn will be convertible at any time, at the
election of the holders, into Class A Common Stock of the
Company. The Series A Preferred Stock is owned directly by River
City Broadcasting, L.P., which is controlled by its general
partner, Better Communication, Inc., which in turn is controlled
by Mr. Baker.
(g) Although Boston Ventures does not beneficially own any Class A or
Class B Common Stock, beneficial ownership of shares beneficially
owned by other members of the Group is attributable to Boston
Ventures.
(h) Includes all shares identified above.
(c) During the 60 days preceding the filing of this report, none of the
Smiths acquired beneficial ownership of any shares of Class A Common
Stock. The River City Parties may be deemed to have acquired
beneficial ownership of shares of Class A Common Stock on May 31, 1996
upon the acquisition by River City Broadcasting, L.P. of 1,115,000
shares of the Series A Preferred Stock of the Company.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Securities of the Issuer.
Each of the Smiths is party to the Voting Agreement. Under the Voting
Agreement, each of the Smiths must vote all of his shares of Common Stock for
the approval of an amendment to the Company charter to increase the authorized
number of shares of the Class A Common Stock, which will permit the exchange of
the Company's Series B Convertible Preferred Stock beneficially owned by Mr.
Baker. In addition, each of the Smiths has agreed, subject to certain
regulatory restrictions, to vote for the approval of (1) the nomination and
election of Mr. Baker as a member of the Company's Board of Directors, executive
committee, and to the extent established, finance committee for so long as Mr.
Baker continues to be an employee of the Company pursuant to his Employment
Agreement and (2) the nomination and election of such individual as may be
designated by Boston Ventures (the "BV Designee") as a member of the Company's
Board of Directors, compensation committee, and to the extent established,
finance committee for so long as the BV Designee is entitled to serve as a
member of the Company's Board of Directors pursuant to the terms of the Asset
Purchase Agreement. Each of Mr. Baker and Boston Ventures IVA have agreed to
vote all of the capital stock each holds as a result of issuance pursuant to the
transactions contemplated by the Asset Purchase Agreement for the nomination and
election of each of the Smiths to the Board of Directors of the Company.
The Voting Agreement will remain in effect until the date as of which
neither Baker nor the BV Designee is entitled to serve as a member of the
Company's Board of Directors. If either of Mr. Baker or the BV Designee ceases
to be a director of the Company, Mr. Baker or the BV Designee, as the case may
be, will not be required to vote his respective shares of common stock according
to the Voting Agreement.
The Smiths have also entered into a Stockholders' Agreement dated June
12, 1996 (the "Stockholders' Agreement"). Under the Stockholder's Agreement,
each of the Smiths has agreed, for a period of 10 years commencing June 12,
1995, to vote for each other as candidates for election to the Board of
Directors of the Company.
The foregoing description of the Voting Agreement and the
Stockholder's Agreement is qualified in its entirety by reference to copies of
the Voting Agreement and the Stockholder's Agreement, which are included herein
as Exhibits 7.2 and 7.3, respectively, and are specifically incorporated herein
by reference.
Item 7. Material to be Filed as Exhibits.
7.1 Joint Filing Agreement
7.2 Voting Agreement dated April 10, 1996 among David D. Smith,
Frederick G. Smith, J. Duncan Smith, Robert E. Smith, Barry Baker, Boston
Ventures Limited Partnership IV and Boston Ventures Limited Partnership IVA
7.3 Stockholders' Agreement dated June 12, 1995 among David D. Smith,
Frederick G. Smith, J. Duncan Smith and Robert E. Smith
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true and correct.
June 28, 1996
/s/ David D. Smith
David D. Smith
/s/ Frederick G. Smith
Frederick G. Smith
/s/ J. Duncan Smith
J. Duncan Smith
/s/ Robert E. Smith
Robert E. Smith
<PAGE>
Exhibit Index
Exhibit Description Page
7.1 Joint Filing Agreement 13
7.2 Voting Agreement dated April 10, 1996 among David D. Smith, 14
Frederick G. Smith, J. Duncan Smith, Robert E. Smith,
Barry Baker, Boston Ventures Limited Partnership IV and Boston
Ventures Limited Partnership IVA
7.3 Stockholders' Agreement dated June 12, 1996 among 21
David D. Smith, Frederick G. Smith, J. Duncan Smith
and Robert E. Smith
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT AMONG
DAVID D. SMITH, FREDERICK G. SMITH,
J. DUNCAN SMITH and ROBERT E. SMITH
WHEREAS, in accordance with Rule 13d-1(f) under the Securities and
Exchange Act of 1934 (the "Act"), only one joint Statement and any amendments
thereto need be filed whenever one or more persons are required to file such a
Statement or any amendments thereto pursuant to Section 13(d) of the Act with
respect to the same securities, provided that said persons agree in writing that
such Statement or any amendments thereto is filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E.
Smith do hereby agree, in accordance with Rule 13d-1(f) under the Act, to file a
statement on Schedule 13D relating to their ownership of the Common Stock of
Sinclair Broadcast Group, Inc. and do hereby further agree that said statement
shall be filed on behalf of each of them.
Dated: June , 1996
By: /s/ David D. Smith
David D. Smith
By: /s/ Frederick G. Smith
Frederick G. Smith
By: /s/ J. Duncan Smith
J. Duncan Smith
By: /s/ Robert E. Smith
Robert E. Smith
<PAGE>
EXHIBIT 2
THIS VOTING AGREEMENT (this "Agreement"), dated as of April
10, 1996 (this "Agreement"), is by and among DAVID D. SMITH, FREDERICK G. SMITH,
J. DUNCAN SMITH and ROBERT E. SMITH (collectively, the "Stockholders" and
individually, a (Stockholder").
WHEREAS, each Stockholder is the record and beneficial owner
of that number of shares of Class A Common Stock, par value $.01 per share
("Class A Common Stock"), and Class B Common Stock, par value $.01 per share
("Class B Common Stock" and, collectively with the Class A Common Stock, the
"Common Stock"), of Sinclair Broadcast Group, Inc., a Maryland corporation (the
"Company"), set forth opposite such Stockholder's name on Exhibit A attached
hereto; and
WHEREAS, pursuant to that certain Asset Purchase Agreement,
dated as of even date herewith (the "Asset Purchase Agreement"), by and between
River City Broadcasting. L.P., a Delaware limited partnership ("Seller"), and
the Company, Seller has agreed to sell to the Company, and the Company has
agreed to purchase from Seller, certain assets used or held for use by Seller in
connection with the business and operations of various television and radio
stations, in consideration for the payment to Seller by the Company of cash and
shares of the Company's Series A Exchangeable Preferred Stock, par value $.01
per share (the "Exchangeable Preferred Stock), which shares of Exchangeable
Preferred Stock shall have an aggregate value of $115,000,000; and
WHEREAS, the Asset Purchase Agreement contemplates that the
shares of Exchangeable Preferred Stock to be issued to Seller will be exchanged
for an equivalent number of shares of the Company's Series B Convertible
Preferred Stock, par value $.01 per share (the "Convertible Preferred Stock"),
immediately after the filing by the Company of Articles of Amendment and
Restatement of the Articles of Incorporation of the Company in the form attached
as Exhibit 2.1(a) to the Asset Purchase Agreement (the "Amended Charter"); and
WHEREAS, the Asset Purchase Agreement requires the Company to
recommend and solicit proxies for, and otherwise to use its best efforts to
obtain, the approval of its stockholders to the adoption of the Amended Charter
at the next regular or special meeting of the stockholders of the Company (the
"Meeting"); and
WHEREAS, the Board of Directors of the Company and the
Compensation Committee thereof have adopted the 1996 Long-Term Incentive Plan of
Sinclair Broadcast Group, Inc. (the "Plan"); and
WHEREAS, as contemplated under the Asset Purchase Agreement,
on the date hereof, the Company is also entering into a Consulting Agreement
with Barry Baker (the "Consulting Agreement"), an Employment Agreement with
Barry Baker (the "Employment Agreement"), a stock option agreement with Barry
Baker (the "Baker Stock Option Agreement"), and a stock option agreement (the
"Corporate Employee Stock Option Agreement") with certain employees (the
"Corporate Employees"); and
WHEREAS, the terms of the Asset Purchase Agreement and the
Employment Agreement require the Company to recommend and solicit proxies for,
and otherwise to use its best efforts to obtain, the approval of the Consulting
Agreement, the Employment Agreement and the issuance of the stock options
described in the Baker Stock Option Agreement and the Corporate Employee Stock
Option Agreement and the Plan by the stockholders of the Company at the next
Meeting; and
WHEREAS, the Stockholders desire to induce Barry Baker to
agree to become employed by the Company pursuant to the terms of the Employment
Agreement, and the Stockholders also believe it to be in the best interests of
the Company and the best interests of the Stockholders to approve the Amended
Charter, the Consulting Agreement, the Employment Agreement, the Baker Stock
Option Agreement and the Corporate Employee Stock Option Agreement and the Plan;
and
WHEREAS, the Asset Purchase Agreement further contemplates
that Roy F. Coppedge or such other individual as may be designated by Boston
Ventures Limited Partnership IV and Boston Ventures Limited Partnership IVA
(collectively, "Boston Ventures") (Mr. Coppedge or such other designee being
herein referred to as the "BV Designee") is to become a director of the Company
until the first to occur of (i) the later of (a) the fifth anniversary of the
Closing Date of the Asset Purchase Agreement and (b) the expiration of the
initial five-year term of Barry Baker's Employment Agreement with the Company
and (ii) such time, after the Company has issued the Convertible Preferred Stock
to the Seller or to its partners, as Boston Ventures no longer owns, of record
or beneficially to the extent of its interest as a limited partner of the
Seller, at least 721,115 shares of the Company's Class A Common Stock, on an "as
converted" basis, and as such number may be adjusted pursuant to stock splits,
stock combinations, reclassifications or recapitalizations of the Company
occurring after the date hereof; and
WHEREAS, in order to induce Seller to enter into the Asset
Purchase Agreement, and to induce Barry Baker to enter into the Consulting
Agreement and the Employment Agreement, the Stockholders desire to enter into
this Agreement, which shall inure to the benefit of Seller and Barry Baker;
NOW, THEREFORE, for and in consideration of the premises and
the mutual covenants and agreements hereinafter contained, the Stockholders
hereby agree as follows:
1. Voting of Shares. Each Stockholder agrees to vote all of the shares
of Common Stock now or hereafter owned by him, beneficially or of record,
including without limitation those shares identified as being owned by him on
Exhibit A attached hereto (all of the foregoing referred to collectively as the
"Shares"), in favor of and in order to approve each of the Amended Charter, the
Consulting Agreement, the Employment Agreement, the Baker Stock Option
Agreement, the Corporate Employee Stock Option Agreement and the Plan at the
Meeting, or at any other special or annual meeting of the stockholders of the
Company, or by any written consent, whereat or whereby any of the Amended
Charter, the Employment Agreement, the Baker Stock Option Agreement, the
Corporate Employee Stock Option Agreement or the Plan is considered for approval
by the stockholders of the Company. In addition, each Stockholder agrees to
vote all of the Shares now or hereafter owned by him, beneficially or of record,
in order to approve the nomination and election as a member of the Board of
Directors of the Company of each of (i) Barry Baker, for so long as he continues
to be an employee of the Company pursuant to the terms of his Employment
Agreement and (ii) the BV Designee, for so long as such BV Designee is entitled
to serve as a member of the Company's Board of Directors pursuant to the terms
of the Asset Purchase Agreement.
2. Term. This Agreement shall remain in force and effect until the
earlier of (i) the date as of which neither Barry Baker nor the BV Designee is
entitled, pursuant to the terms of the Employment Agreement or the Asset
Purchase Agreement, as the case may be, to serve as a member of the Company's
Board of Directors or (ii) the termination of the Asset Purchase Agreement.
3. Changes in Common Stock. In the event that subsequent to the date of
this Agreement any shares or other securities (other than any shares or
securities of another corporation issued to the stockholders of the Company
pursuant to a plan of merger) are issued on, or in exchange for, any of the
shares of the Common Stock held by the Stockholders by reason of any stock
divided, stock split, consolidation of shares, reclassification, or
consolidation involving the Company, such shares or securities shall be deemed
to be Common Stock for purposes of this Agreement.
4. Representations of Stockholders. Each Stockholder hereby represents
and warrants that (i) he owns and has the right to vote the number of shares of
the Common Stock set forth opposite his name on Exhibit A attached hereto, (ii)
each of the Stockholders has full power to enter into this Agreement and has
not, prior to the date of this Agreement, executed or delivered any proxy or
entered into any other voting agreement or similar arrangement that would
conflict with the purposes or provisions of this Agreement, and (iii) he will
not take any action inconsistent with the purposes and provisions of this
Agreement.
5. Enforceability; Validity. Each Stockholder expressly agrees that this
Agreement shall be specifically enforceable in any court of competent
jurisdiction in accordance with its terms against each of the parties hereto.
6. Benefit. This Agreement shall be binding upon and inure to the
benefit of the respective parties hereto and their successors and assigns. This
Agreement shall also inure to the benefit of Seller and Barry Baker and shall be
fully enforceable by each of them as though they were parties hereto.
7. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Maryland applicable to
agreements made and to be performed entirely within the State of Maryland.
8. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the Stockholders have executed this
Agreement as
of the date first above written.
/s/ David D. Smith
DAVID D. SMITH
/s/ Frederick G. Smith
FREDERICK G. SMITH
/s/ J.Duncan Smith
J. DUNCAN SMITH
/s/ Robert E. Smith
ROBERT E. SMITH
<PAGE>
EXHIBIT A
NUMBER OF SHARES OF NUMBER OF SHARES OF
STOCKHOLDER CLASS A COMMON STOCK CLASS B COMMON STOCK
David D. Smith [9730] [7249999]
Frederick G. Smith [4000] [6668299]
J. Duncan Smith [5000] [6638299]
Robert E. Smith [3000] [6638299]
<PAGE>
EXHIBIT 3
SINCLAIR BROADCAST GROUP, INC.
STOCKHOLDERS' AGREEMENT
THIS STOCKHOLDERS' AGREEMENT (the "Agreement") is made this
12th day of June, 1996, by and among David D. Smith, Frederick G. Smith, J.
Duncan Smith, and Robert E. Smith, all of whom are residents of the State of
Maryland (collectively, the "Stockholders").
RECITALS
WHEREAS, each of the Stockholders owns stock ("Shares") in Sinclair
Broadcast Group, Inc., a Maryland corporation (the "Company"); and
WHEREAS, the Company is considering an issuance of its stock to the
public (the "IPO"); and
WHEREAS, the Stockholders believe it to be in their mutual best
interests and in the best interests of the Company to agree to certain
provisions as hereinafter set forth as to the voting of their respective Shares
in the event the Company decides to proceed with the IPO; and
WHEREAS, in recognition of the Company's growth and successful operations
under its current management and in order to provide for the orderly
administration of the Company's affairs and continuity of management in the
event of an IPO, the Stockholders desire to enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, and in consideration of the contributions of
each of the Stockholders to the Company in the form of management and
stewardship, the parties do hereby covenant and agree as follows:
1. The rights and obligations under this Agreement shall terminate as
to any Stockholder at the earlier of: (i) July 31, 2005 or (ii) the Company's
determination not to proceed with the IPO.
2. Subject to the limitations otherwise contained in this Agreement,
each Stockholder covenants and agrees with each other Stockholder to take all
actions necessary to vote all shares of capital stock of the Company (owned or
held of record by such Stockholder) at any annual or special meeting at which
directors are elected to cause the election of each of the other Stockholders as
a director of the company, or to take all actions by written consent (in lieu of
any such meeting) necessary to cause the election of each of the other
Stockholders as a director of the Company. Each Stockholder further covenants
and agrees hereby to take any and all other actions which are reasonably
necessary and appropriate, and consistent with, the implementation of this
Agreement.
3. Nothing in this Agreement shall be deemed to require any Stockholder to
vote in concert with any other Stockholder on any issue requiring
stockholder approval other than the election of directors as set forth in
Paragraph 2 above, nor shall anything contained herein be deemed to require a
Stockholder to vote for any other Stockholder as a director of the Company if
such other Stockholder has been terminated from employment by the Company for
cause. Furthermore, nothing in this Agreement shall be deemed to require or
imply that the Stockholders must act in concert when discharging their duties as
directors of the Company.
4. It is recognized by the Stockholders that the provisions herein
contained are of particular importance for the protection and promotion of the
Company's and their existing and future interests in the Company, and that the
relationships of the parties to one another are and will be such that, in the
event of any breach of this Agreement, a claim for monetary damages may not
constitute an adequate remedy; and that it may, therefore, be necessary for the
protection of the parties hereto and for the effectuation of the provisions
herein contemplated, in the event of a breach of this Agreement, to apply for
specific performance hereof. It is, accordingly, hereby agreed that no
objection to the form of the action, or to the relief prayed for, in any
proceeding for specific performance of this Agreement, will be raised by any of
the Stockholders.
5. This Agreement is made, and will be construed and enforced, in
accordance with the laws of the State of Maryland.
6. This Agreement may not be amended except by an instrument in
writing signed by all of the parties to this Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal, with the intention of making it a sealed instrument, as of the day
and year first above written.
WITNESS STOCKHOLDERS:
/s/ J. Duncan Smith /s/ David D. Smith (SEAL)
David D. Smith
/s/ J. Duncan Smith /s/ Frederick G. Smith (SEAL)
Frederick G. Smith
/s/ Robert E. Smith /s/ J. Duncan Smith (SEAL)
J. Duncan Smith
/s/ J. Duncan Smith /s/ Robert E. Smith (SEAL)
Robert E. Smith
