SINCLAIR BROADCAST GROUP INC
8-K, 1996-10-22
TELEVISION BROADCASTING STATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K


                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934




Date of Report (Date of earliest  event  reported)  October 18, 1996  Commission
File Number 000-26071


                         SINCLAIR BROADCAST GROUP, INC.
                           (Exact name of registrant)


      Maryland                                          52-1494660
 (State of organization)                 (I.R.S. Employer Identification Number)


                2000 West 41st Street, Baltimore, Maryland 21211
              (Address of principal executive offices and zip code)

                                 (410) 467-5005
                         (Registrant's telephone Number)












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<PAGE>



ITEM 5.  OTHER EVENTS

                  Sinclair  Broadcast  Group,  Inc.,   incorporates   herein  by
reference the information  contained in the press release filed as Exhibit 99 to
this Current Report.


ITEM 7.  EXHIBITS
                                                                    Sequentially
           Exhibit No.                                             Numbered Page
           -----------                                             -------------

           99  Press Release by Sinclair Broadcast Group, Inc.,
               dated October 18, 1996 ..........................         5





                                   

<PAGE>




                                    SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                     SINCLAIR BROADCAST GROUP, INC.



                                     BY:   /s/ DAVID B. AMY
                                           ------------------------------  
                                            David B. Amy
                                            Chief Financial Officer/
                                            Principal Accounting Officer



Dated:  October 21, 1996


                                 


NEWS RELEASE
- ------------


                         Contact:  David Amy, Chief Financial Officer
                                   Patrick Talamantes, Dir. of Corporate Finance
                                   Phone: (410) 467-5005 

          SINCLAIR BROADCAST GROUP (SBGI) DISCUSSES THIRD QUARTER 1996
                              BROADCAST CASH FLOW


October 18, 1996 -- Baltimore -- Sinclair  Broadcast Group, Inc. (the "Company")
announced  today that it estimates pro forma  broadcast  cash flow (BCF) for the
three months ended  September  30, 1996 to be 4%-5% below the three months ended
September 30, 1995 based upon a preliminary review of its operating results.  On
an actual basis,  however,  the Company's reported BCF will nearly double due to
various   acquisitions   completed   during  1996,   including  the  River  City
acquisition.

The loss of the Company's NBC  affiliation  in Raleigh,  NC, and the loss of its
Fox affiliation in Birmingham, AL, resulted in a decline in advertising revenues
as the  Company  anticipated.  The  loss of the  network  affiliations  in these
markets resulted from the acquisitions by NBC and Fox, respectively, of stations
in those markets.  These factors  coupled with a lack of growth in  non-Olympics
television advertising will result in the Company realizing flat pro forma third
quarter 1996 revenues compared to third quarter 1995. The primary reason for the
increase in costs was the higher  quality  syndicated  programs  the Company has
purchased,  which resulted in an increase in program  payments  during the third
quarter of 1996 as  compared  to the same  period of 1995.  SBGI does,  however,
expect  modest pro forma growth in revenues and BCF for the fourth  quarter 1996
over the fourth quarter 1995.

As previously  discussed at the initial press  conference  announcing  the River
City  acquisition,  the Company  expects $3-5 million in cost  reductions  on an
annualized  basis.  The Company has not yet completed the  agreements to realize
these savings and they are not reflected in the Company's operating results.

Sinclair  Broadcast Group, Inc. is one of the nation's largest broadcast groups,
owning and/or  providing  programming  services to 28 television  stations in 20
separate markets,  and owning,  providing sales and programming  services to, or
having  options  to  acquire,  33 radio  stations  in 8  separate  markets.  The
television group reaches 14.82% of U.S. television  households and includes ABC,
CBS, Fox, and UPN affiliates. The radio group is one of the top twenty groups in
the United States.

The  matters  discussed  in this  report  are  foward-looking  statements.  Such
statements  are  subject  to a number  of risks and  uncertainties,  such as the
impact of changes in national and regional economics,  successful integration of
acquired television and radio stations  (including  achievement of synergies and
cost  reductions),  pricing  fluctuations in local and national  advertising and
volatility in programming  costs.  Additional risk factors regarding the Company
are  set  forth  in the  registration  statement  on Form  S-3  filed  with  the
Securities and Exchange Commission on September 18, 1996 (as amended).


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