UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K/A
[x] Annual Report Pursuant to Section 15 (d) of the Securities Exchange Act of
1934 for the fiscal year ended DECEMBER 31, 1997.
or
[ ] Transition Report Pursuant to Section 15 (d) of the Securities Exchange
Act of 1934 for the transition period from _______________to
_______________.
Commission file number 0-26076
SINCLAIR BROADCAST GROUP, INC. 401 (K) SAVINGS PLAN
(Full title of Plan)
SINCLAIR BROADCAST GROUP, INC.
2000 WEST 41ST STREET
BALTIMORE, MD 21211
(Name of issuer of the securities held pursuant to the plan and
address of its principal executive office)
<PAGE>
SINCLAIR BROADCAST GROUP, INC.
401(k) PROFIT SHARING PLAN AND TRUST
AS OF DECEMBER 31, 1997 AND 1996
INDEX
Page
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 2
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits
as of December 31, 1997 and 1996 3
Statement of Changes in Net Assets Available for Plan Benefits,
for the Year Ended December 31, 1997, With Fund Information, and 1996 4
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES 5
SUPPLEMENTAL SCHEDULES:
Schedule I - Schedule of Assets Held for Investment Purposes
as of December 31, 1997 7
Schedule II - Schedule of Reportable Transactions for the Year
Ended December 31, 1997 8
2
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustees of Sinclair Broadcast Group, Inc.
401(k) Profit Sharing Plan and Trust:
We have audited the accompanying statements of net assets available for plan
benefits of the Sinclair Broadcast Group, Inc. 401(K) Profit Sharing Plan and
Trust for plan benefits as of December 31, 1997 and 1996, and the related
statement of changes in net assets for the years then ended. These financial
statements are the responsibility of the Plan's trustee. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1997 and 1996, and the changes in its net assets available for
plan benefits for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for purposes
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of Labor
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The fund information in the statement of changes in
net assets available for plan benefits is presented for purposes of additional
analysis rather than to present the changes in net assets available for plan
benefits of each fund. The supplemental schedules have been subjected to the
auditing procedures applied in our audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
- -----------------------
Baltimore, Maryland,
June 19, 1998
3
<PAGE>
SINCLAIR BROADCAST GROUP, INC.
401(k) PROFIT SHARING PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
-------------- --------------
<S> <C> <C>
ASSETS:
Investments, at market value (participant directed)-
Legg Mason High Yield Portfolio $ 1,740,774 $ 1,110,531
Legg Mason Investment Grade Income Fund 920,661 627,788
Legg Mason Special Investment Trust 4,747,235 3,370,450
Legg Mason Total Return Trust 3,076,786 1,995,786
Legg Mason U.S. Government Portfolio 658,561 549,629
Legg Mason U.S. Government Money Market Portfolio 354,887 239,237
Legg Mason Value Trust 3,167,564 1,253,632
Putnam International Growth Fund 2,108,446 1,005,866
Putnam New Opportunities Fund 2,488,276 1,208,647
-------------- --------------
19,263,190 11,361,566
-------------- --------------
Disbursement account 11,404 -
Loans to participants 667,950 203,051
Receivables-
Employee contributions 162,107 579,104
Employer matching contributions 859,409 637,111
-------------- --------------
1,021,516 1,216,215
-------------- --------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 20,964,060 $ 12,780,832
============== ==============
</TABLE>
The accompanying notes and schedules are an integral part of these statements.
4
<PAGE>
SINCLAIR BROADCAST GROUP, INC.
401(k) PROFIT SHARING PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH
FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Fund Information
-------------------------------------------------------------------------------------
Participant-Directed
-------------------------------------------------------------------------------------
Legg Mason
Legg Mason Legg Mason Special Legg Mason Legg Mason
High Yield Investment Grade Investment Total Return U.S. Government
Portfolio Income Fund Trust Trust Portfolio
--------------- ----------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Additions to net assets attributed to:
Contributions-
Employee $ 373,539 $ 222,683 $ 814,692 $ 482,527 $ 105,824
Employer 71,880 38,372 163,052 95,421 19,947
Rollover 196,280 123,217 350,864 120,676 66,745
Interest and dividend income 142,449 52,929 209,564 294,966 39,553
Realized and unrealized gains on
investments 86,352 31,696 653,345 536,644 6,558
------------- --------------- ------------- ------------- -------------
Total additions 870,500 468,897 2,191,517 1,530,234 238,627
------------- --------------- ------------- ------------- -------------
Deductions from net assets attributed to:
Benefits paid to participants 156,661 66,003 536,386 332,817 72,251
Administrative expenses 1,475 856 4,163 2,396 613
------------- --------------- ------------- ------------- -------------
Total deductions 158,136 66,859 540,549 335,213 72,864
------------- --------------- ------------- ------------- -------------
NET LOAN ACTIVITY (41,961) (24,732) (139,404) (56,911) (47,897)
------------- --------------- ------------- ------------- -------------
TRANSFERS (40,160) (84,433) (134,779) (57,110) (8,934)
------------- --------------- ------------- ------------- -------------
Net increase (decrease) 630,243 292,873 1,376,785 1,081,000 108,932
NET ASSETS AVAILABLE FOR PLAN
BENEFITS:
Beginning of year 1,110,531 627,788 3,370,450 1,995,786 549,629
------------- --------------- ------------- ------------- -------------
End of year $ 1,740,774 $ 920,661 $ 4,747,235 $ 3,076,786 $ 658,561
============= ============== ============= ============= =============
<CAPTION>
Fund Information
---------------------------------------------------------------------------
Participant-Directed
---------------------------------------------------------------------------
Legg Mason Putnam Putnam
U.S. Government Legg Mason International New
Money Market Value Growth Opportunities
Portfolio Trust Fund Fund
------------------ --------------- --------------- ----------------
<S> <C> <C> <C> <C>
ASSETS:
Additions to net assets attributed to:
Contributions-
Employee $ 97,517 $ 745,388 $ 595,213 $ 714,076
Employer 14,490 86,798 84,632 96,311
Rollover 85,174 328,665 346,779 456,253
Interest and dividend income 21,011 156,248 134,760 62,802
Realized and unrealized gains on
investments - 470,476 133,682 375,143
---------------- ------------- ------------- ---------------
Total additions 218,192 1,787,575 1,295,066 1,704,585
---------------- ------------- ------------- ---------------
Deductions from net assets attributed to
Benefits paid to participants 40,586 307,148 174,485 188,909
Administrative expenses 299 2,390 1,784 2,016
---------------- ------------- ------------- ---------------
Total deductions 40,885 309,538 176,269 190,925
---------------- ------------- ------------- ---------------
NET LOAN ACTIVITY (25,152) (55,798) (50,822) (58,250)
---------------- ------------- ------------- ---------------
TRANSFERS (36,505) 491,693 34,605 (175,781)
---------------- ------------- ------------- ---------------
Net increase (decrease) 115,650 1,913,932 1,102,580 1,279,629
NET ASSETS AVAILABLE FOR PLAN
BENEFITS:
Beginning of year 239,237 1,253,632 1,005,866 1,208,647
---------------- ------------- ------------- ---------------
End of year $ 354,887 $ 3,167,564 $ 2,108,446 $ 2,488,276
============== ============= ============= ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
Nonparticipant-Directed
------------------------------------------------------------------------------------
Loans to Disbursement
Participants Account Receivables Total 1996 Total
----------------- --------------- ----------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Additions to net assets attributed to:
Contributions-
Employee $ - $ - $ (416,997) $ 3,734,462 $ 2,321,380
Employer - - 222,298 893,201 637,111
Rollover - - - 2,074,653 4,278,371
Interest and dividend income - - - 1,114,282 603,675
Realized and unrealized gains on
investments - - - 2,293,896 714,874
------------- ------------- ------------- ------------- ------------
Total additions - - (194,699) 10,110,494 8,555,411
------------- ------------- ------------- ------------- ------------
Deductions from net assets attributed to
Benefits paid to participants 36,028 - - 1,911,274 496,507
Administrative expenses - - 15,992 -
------------- ------------- ------------- ------------- ------------
Total deductions 36,028 - - 1,927,266 496,507
------------- ------------- ------------- ------------- ------------
NET LOAN ACTIVITY 500,927 - - - -
------------- ------------- ------------- ------------- ------------
TRANSFERS - 11,404 - - -
------------- ------------- ------------- ------------- -----------
Net increase (decrease) 464,899 11,404 (194,699) 8,183,228 8,058,904
NET ASSETS AVAILABLE FOR PLAN
BENEFITS:
Beginning of year 203,051 - 1,216,215 12,780,832 4,721,928
------------- ------------- ------------- ------------- ------------
End of year $ 667,950 $ 11,404 $ 1,021,516 $ 20,964,060 $12,780,832
============= ============= ============= ============= ============
</TABLE>
The accompanying notes and schedules are an integral part of this statement.
5
<PAGE>
SINCLAIR BROADCAST GROUP, INC.
401(k) PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
1. PLAN DESCRIPTION:
The Sinclair Broadcast Group, Inc. 401(k) Profit Sharing Plan and Trust (the
Plan) was established with an effective date of January 1, 1988. The Plan is a
participatory defined contribution plan covering substantially all employees of
Sinclair Broadcast Group Inc. (the Company) who have completed one year of
credited service (1,000 hours) and are at least twenty-one years of age. Under
the provisions of the Plan, the Company may make discretionary matching
contributions. These matching contributions equaled 50% of the amount of the
participant's salary reduction, up to 4% of the participant's salary for 1997
and 1996. The 1997 matching contribution, included as a receivable of the plan
in the accompanying financial statements, was made in the form of the Company's
common stock. The Company may also make additional discretionary contributions
each year. There were no additional discretionary contributions during 1997 or
1996.
Each participant's account is credited with the participant's contribution, the
Company's matching contribution and their pro rata share of earnings on invested
assets of the trust funds. Effective during 1996, participants may direct
contributions in any of nine investment options. Participants are fully vested
in their salary reduction amounts contributed to the Plan and related earnings.
Under the provisions of the Plan, eligible employees become 20% vested in all
other amounts credited to their account after two years of service, 40% vested
after three years of service, 60% vested after four years of service, 80% vested
after five years of service and are fully vested after six years of service.
Participants may elect one of several methods to receive their vested benefits
including (a) a joint and survivor option whereby the employee receives a
reduced monthly benefit during his/her lifetime and, upon death, the surviving
spouse will receive a monthly benefit for his/her lifetime, (b) the purchase of
a different form of annuity, (c) equal installments over a period of not more
than the participant's assumed life expectancy (or participant's and
participant's beneficiary's assumed life expectancy) at the time of
distribution, or (d) a lump sum distribution. In the absence of such election by
the participant, the method of distribution shall be determined by the Plan.
Upon termination of employment before normal retirement, a lump sum distribution
may also be made.
In addition, participants may borrow the lesser of $50,000 or one-half of their
vested balance, with interest charged based on the prime rate at the time of
borrowing. Interest income from these loans is treated as income to the Plan and
is allocated with other earnings on investments.
6
<PAGE>
2. SIGNIFICANT ACCOUNTING POLICIES:
Basis of Financial Presentation
The accompanying financial statements are presented on the accrual basis of
accounting. Certain administrative expenses of the Plan are borne by the
Company.
Income Tax Status
The Plan received a favorable determination letter dated March 26, 1996. This
letter certifies that under its present form, the Plan is currently designed in
compliance with the applicable requirements of the Internal Revenue Code.
Management believes that the Plan is being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, the Plan is
qualified for tax-exempt status, and the related trust was qualified as of the
financial statement dates.
Investments
Investments are stated at market value. All investments of the Plan are held by
EMJAY Corporation (the Trustee), and are invested with Legg Mason Wood Walker
Incorporated (Legg Mason) and Putnam Investments.
The accompanying Schedule of Assets Held for Investment Purposes represents a
detailed listing of investments held by the Plan as of December 31, 1997.
The accompanying Schedule of Reportable Transactions represents a listing of all
transactions of the Plan for the year ended December 31, 1997, within a
particular security which exceeded, either individually or in the aggregate, 5%
of the net plan assets as of the beginning of the plan year.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
While actual results could differ from those estimates, the administrator of the
Plan believes that actual results will not be materially different from amounts
provided in the financial statements.
3. PLAN TERMINATION:
Although it has not expressed any intent to do so, the Employer has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan, subject to the provisions of the Employee Retirement Income Security Act
of 1974. In the event of plan termination, participants will become 100% vested
in their accounts.
7
<PAGE>
Schedule I
SINCLAIR BROADCAST GROUP, INC.
401(k) PROFIT SHARING PLAN AND TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Number of
Investment/Description Units/Shares Cost Market
---------------------- ------------ ---- ------
<S> <C> <C> <C>
Legg Mason High Yield Portfolio 106,862 $ 1,650,334 $ 1,740,774
Legg Mason Investment Grade Income Fund 86,937 883,831 920,661
Legg Mason Special Investment Trust 147,110 3,840,510 4,747,235
Legg Mason Total Return Trust 131,994 2,437,580 3,076,786
Legg Mason U.S. Government Portfolio 63,323 647,285 658,561
Legg Mason U.S. Government Money Market Portfolio 354,887 354,887 354,887
Legg Mason Value Trust 74,112 2,696,220 3,167,564
Putnam International Growth Fund 126,481 1,979,700 2,108,446
Putnam New Opportunities Fund 51,146 2,208,146 2,488,276
Disbursement account 11,404 11,404 11,404
Loans (with interest rates which ranged from 8.25%
to 11.00%) - 667,950 667,950
-------------- --------------
$ 17,377,847 $ 19,942,544
============== ==============
</TABLE>
The accompanying notes are an integral part of this schedule.
8
<PAGE>
Schedule II
SINCLAIR BROADCAST GROUP, INC.
401(k) PROFIT SHARING PLAN AND TRUST
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Sales
---------------------------------------------------
Purchases Net
Investment/Description at Cost Cost Proceeds Gain
---------------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Aggregate:
Legg Mason High Yield Portfolio $ 874,892 $ 317,956 $ 331,268 $ 13,312
Legg Mason Investment Grade Income
Fund 472,863 207,846 211,801 3,955
Legg Mason Special Investment Trust 1,678,728 794,723 956,558 161,835
Legg Mason Total Return Trust 1,108,433 479,022 565,258 86,236
Legg Mason U.S. Government Portfolio 387,247 283,279 284,876 1,597
Legg Mason Value Trust 1,906,859 390,525 463,365 72,840
Putnam International Growth Fund 1,293,090 294,284 324,191 29,907
Putnam New Opportunities Fund 1,435,672 507,576 531,151 23,575
</TABLE>
The accompanying notes are an integral part of this schedule.
9
<PAGE>
REQUIRED INFORMATION
The Sinclair Broadcast Group 401 (K) Savings Plan ("Plan") is subject to the
Employee Retirement Income Security Act of 1974 ("ERISA"). Therefore, attached
hereto, in lieu of the requirements of Items 1-3 of Form 11-K/A, are the
financial statements and supplemental schedule of the Plan for the two fiscal
years ended December 31, 1997 and 1996, which have been prepared in accordance
with the financial reporting requirements of ERISA.
EXHIBIT
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 23 Consent of Arthur Andersen, L.L.P., Filed with this report
Independent Public Accountants
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Sinclair
Broadcast Group, Inc., the plan administrator of the Sinclair Broadcast Group
401 (K) Savings Plan, has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
Sinclair Broadcast Group 401 (K) Savings Plan
Date: July 17, 1998 /s/ David B. Amy
------------- ------------------------------------
David B. Amy
Sinclair Broadcast Group, Inc.
Plan Administrator
10
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent accountants, we hereby consent to the use of our report dated
June 19, 1998, on the financial statements of Sinclair Broadcast Group, Inc.
401(k) Profit Sharing Plan and Trust (the Plan) as of December 31, 1997 and 1996
and for the years then ended which is included in this Form 11-K/A for the year
ended December 31, 1997. It should be noted that we have performed no audit
procedures subsequent to June 19, 1998, the date of our report. Furthermore, we
have not made an audit of any financial statements of the Plan as of any date or
for any period subsequent to December 31, 1997, the date of the latest financial
statements covered by our report.
/s/ ARTHUR ANDERSEN
Baltimore, Maryland
July 17, 1998
