SINCLAIR BROADCAST GROUP INC
8-K, 1997-02-28
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)  February  25, 1997  Commission File Number 0-26076


                         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 1 of 4

<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
<TABLE>
<CAPTION>
                                                                                                 Sequentially
           Exhibit No.                                                                           Numbered Page
<S>                   <C>                                                                               <C>
             99       Press Release by Sinclair Broadcast Group, Inc.,
                      dated February 25, 1997   ...........................................             5

</TABLE>




                                   Page 2 of 4

<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:  February 28, 1997


                                   Page 3 of 4






                                                                      EXHIBIT 99



         SINCLAIR BROADCAST GROUP ANNOUNCES PRIVATE SECURITIES OFFERING


         BALTIMORE, February 25, 1997 -- Sinclair Broadcast Group, Inc. (Nasdaq:
SBGI)  announced  today a proposed  $200  million  private  offering by Sinclair
Capital, a subsidiary trust of the Company,  of two million shares of high yield
trust  offered  preferred  securities  ("Preferred   Securities")  at  $100  per
security.  The Preferred  Securities have a maturity of 2009 and will be offered
only (i) to "qualified  institutional buyers" (as defined in Rule 144A under the
Securities   Act  of  1933,  as  amended)  and  (ii)  to  a  limited  number  of
institutional  "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act of 1933).

         Sinclair  Broadcast Group,  Inc. intends to use the net proceeds of the
proposed  private offering to repay  outstanding debt and for general  corporate
purposes,  which  may  include  acquisitions  and  repurchases  of shares of the
Company's Class A Common Stock.

         The Preferred  Securities  proposed to be offered by Sinclair Broadcast
Group, Inc. have not been and will not be registered under the Securities Act of
1933,  as  amended,  or any  state  securities  or blue  sky laws and may not be
offered or sold in the United States or in any state thereof absent registration
or an applicable exemption from the registration requirements of such laws. This
press release shall not  constitute an offer to sell or the  solicitation  of an
offer to buy the proposed Preferred Securities.

         CONTACT:  David Amy, Chief Financial  Officer,  or Patrick  Talamantes,
Director of Corporate Finance, of Sinclair Broadcast Group, Inc., 410-467-5005.


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