SINCLAIR BROADCAST GROUP INC
8-K, 1997-07-29
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 July 28, 1997                   Commission File Number 0-26076
(Date of earliest event reported)

                         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)

                                  Page 1 of 3

<PAGE>



ITEM 5.  OTHER EVENTS

     The  information  set forth in the first two  paragraphs  of  Exhibit 99 is
incorporated herin by reference.

ITEM 7.  EXHIBITS


Exhibit No.
- ----------

    99     Press Release by Sinclair Broadcast Group, Inc., dated July 28, 1997.

                                  Page 2 of 3


<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:  July 28, 1997

                                  Page 3 of 3




NEWS RELEASE
                        
July 28, 1997           Contact: David B Amy, Chief Financial Officer          
FOR IMMEDIATE RELEASE            Patrick Talamantes, Dir. of Corporate Finance 
Baltimore, MD                    Sinclair Broadcast Group, Inc.                
                                 (410) 467-5005                                

                                                           
UPDATE ON SINCLAIR'S ACQUISITION OF HERITAGE MEDIA TELEVISION AND RADIO STATIONS

     BALTIMORE,  July 28 / -- Sinclair Broadcast Group, Inc. (Nasdaq-NNM:  SBGI)
has  previously  announced an agreement  to purchase  the  television  and radio
stations of Heritage Media, which acquisition is subject to regulatory  approval
of the  acquisition  of Heritage  Media by News  Corporation.  Heritage and News
Corporation issued the following press release today:

     "After the close of trading on July 25,  1997,  staff of the San  Francisco
field office of the  Antitrust  Division,  United  States  Department of Justice
Antitrust Division, informed Heritage Media Corporation and The News Corporation
that on July 28, 1997 they would forward the  recommendation  to  supervisors in
the Antitrust  Division in Washington,  D.C.,  that the Division  challenge News
Corporation's  acquisition of Heritage under Section 7 of the Clayton  Antitrust
Act.

     "The Antitrust  Division staff requested that Heritage and News Corporation
extend  the period of time  during  which the  Antitrust  Division  must  either
challenge the  transaction  or allow it to close,  in order to afford  Antitrust
Division supervisory staff time to review the field office recommendation and to
allow  Heritage and News  Corporation  to present  their  position as to why the
transaction should be allowed to proceed.

     "Heritage  Media  and  News  Corporation  will  grant  this  extension  and
vigorously pursue the approval of the acquisition by the Department of Justice."

                                     * * *


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