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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of
earliest event reported) November 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
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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 November 25, 1997 ........................................... 4
</TABLE>
Page 2 of 4
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SIGNATURE
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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
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David B. Amy
Chief Financial Officer/
Principal Accounting Officer
Dated: November 26, 1997
Page 3 of 4
EXHIBIT 99
Press Release
SINCLAIR BROADCAST GROUP AMENDS THE TERMS OF ITS TENDER OFFER
AND CONSENT SOLICITATION FOR ITS 10% SENIOR SUBORDINATED NOTES DUE 2003
Baltimore, Maryland --- November 25, 1997 --- Sinclair Broadcast Group, Inc.
("Sinclair") announced today that it has amended (the "Amendment") the terms of
its offer (as amended, the "Offer") to purchase for cash any and all of its 10%
Senior Subordinated Notes due 2003 (the "Notes") and related solicitation (as
amended, the "Solicitation") of consents ("Consents"). The Amendment increases
the Consent Payment (as defined below) payable pursuant to the Solicitation from
$5.00 per Note to $40.00 per Note and reduces the purchase price for the Notes
payable pursuant to the Offer by an equal and offsetting amount. In addition,
pursuant to the Amendment, Sinclair has extended the Consent Date (as defined
below) to be the date that is the later of Dec. 9, 1997 or 12:00 midnight, New
York City time, on the Consent Achievement Date (as defined below).
Pursuant to the Amendment, the consideration now offered by Sinclair for each
$1,000 principal amount of Notes tendered pursuant to the Offer is the price
(calculated as described in Schedule I of the Offer to Purchase and Consent
Solicitation Statement (as amended by the Amendment, the "Statement") equal to
(i) the present value on the Payment Date (as defined in the Statement) of the
Notes to Dec. 15, 1998, which is the first day the Notes are redeemable (the
"Earliest Redemption Date"), determined on the basis of a yield to the Earliest
Redemption Date equal to the sum of (x) the yield on the 5.125% U.S. Treasury
Note due Dec. 31, 1998 (the "Reference Security"), as calculated by the Dealer
Manager in accordance with standard market practice based on the bid price for
such Reference Security as of 2:00 p.m., New York City time, on Dec. 11, 1997
(subject to adjustment as provided in the Statement), as displayed on the
Bloomberg Government Pricing Monitor on "Page PX4," and (y) 62.5 basis points
(such price being rounded to the nearest cent per $1,000 principal amount of
Notes), plus (ii) accrued and unpaid interest up to, but not including, the
Payment Date, minus (iii) $40.00 per Note, which is equal to the Consent Payment
described below, payable promptly after the date that the Notes are accepted for
payment pursuant to the Offer.
The Consents are being solicited from the holders of Notes in order to adopt
certain proposed amendments (the "Proposed Amendments") to the Indenture
pursuant to which the Notes were issued. Pursuant to the Amendment, subject to
the terms and conditions of the Statement, Sinclair is now offering to pay each
holder who consents to the Proposed Amendments on or prior to the Consent Date
an amount in cash equal to 4% of the principal amount (the "Consent Payment") of
the Notes ($40.00 per $1,000 Note).
In connection with the above changes in consideration offered by Sinclair in the
Offer and Solicitation, the Consent Date is being extended. Holders of Notes
must now tender their Notes and deliver their Consents to the Proposed
Amendments prior to the Consent Date in order to receive the Consent Payment.
Pursuant to the Amendment, the Consent Date is now the date that is the later of
Dec. 9, 1997 or 12:00 midnight, New York City time, on the Consent Achievement
Date. The Consent Achievement Date is the date on which Sinclair receives duly
executed Consents from holders representing a majority in aggregate principal
amount of the Notes then outstanding. Tendered Notes may be withdrawn and
Consents may be revoked at any time prior to 12:00 midnight, New York City time,
on the Consent Achievement Date but, subject to limited exceptions, not
thereafter). Holders who tender their Notes must consent to the Proposed
Amendments.
All other terms and conditions of the Offer and the Solicitation remain
unchanged. The Offer will expire at 5:00 p.m., New York City time, on Dec. 16,
1997 unless extended by Sinclair.
Questions regarding the Offer and the Solicitation should be directed to Michael
Davis or Matthew DeFusco of Smith Barney, Inc., the Dealer Manager, at (800)
655-4811 or (212) 723-7903.
