SINCLAIR BROADCAST GROUP INC, PRE 14A, 1998-03-27

SINCLAIR BROADCAST GROUP INC
PRE 14A, 1998-03-27
TELEVISION BROADCASTING STATIONS

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[LETTERHEAD OF SINCLAIR BROADCAST GROUP, INC.]

April , 1998

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
Sinclair Broadcast Group, Inc. ("Sinclair") to be held on May 11, 1998 at the
Sheraton Baltimore North, 903 Dulaney Valley Road, Towson, MD 21204 at 10:00
a.m., local time. As described in the enclosed Proxy Statement, at the Annual
Meeting, the stockholders of Sinclair will be asked to (i) elect six members of
the Board of Directors of Sinclair; (ii) approve amendments to Sinclair's
Amended and Restated Charter (the "Charter") for the purpose of increasing the
number of shares of Class A Common Stock authorized to be issued by Sinclair
from 100,000,000 shares to 500,000,000 shares, increasing the number of shares
of Class B Common Stock authorized to be issued by Sinclair from 35,000,000
shares to 140,000,000 shares, and increasing the number of shares of preferred
stock authorized to be issued by Sinclair from 10,000,000 shares to 50,000,000
shares and increasing the maximum size of Sinclair's Board of Directors from
nine to thirteen (the "Charter Amendments"); (iii) approve, ratify and confirm
the adoption of certain amendments to the 1996 Long-Term Incentive Plan of
Sinclair, increasing from 2,073,673 to 7,000,000 the number of options that may
be granted under the Plan, and making certain other changes (the "LTIP
Amendments"); (iv) approve, ratify and confirm the selection of Arthur Andersen
LLP as Sinclair's independent auditors for the fiscal year ended December 31,
1998; and (v) transact such other business as properly comes before the meeting.

THE BOARD OF DIRECTORS OF SINCLAIR RECOMMENDS THAT STOCKHOLDERS VOTE FOR
ELECTION OF THE BOARD'S NOMINEES FOR DIRECTOR AND FOR APPROVAL OF EACH OF THE
OTHER PROPOSALS.

Your vote on these matters is very important. We urge you to review
carefully the enclosed materials and to return your proxy promptly.

Whether or not you plan to attend the Annual Meeting, please sign and
promptly return your proxy card in the enclosed postage paid envelope. If you
attend the meeting, you may vote in person if you wish, even though you have
previously returned your proxy.

Sincerely,

David D. Smith
Chairman of the Board
and Chief Executive Officer

<PAGE>

YOUR VOTE IS IMPORTANT -- PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY
PROMPTLY, WHETHER OR NOT YOU PLAN TO ATTEND THE
SINCLAIR BROADCAST GROUP, INC. ANNUAL MEETING.

SINCLAIR BROADCAST GROUP, INC.
2000 W. 41ST STREET
BALTIMORE, MARYLAND 21211

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 11, 1998

To the Stockholders of Sinclair Broadcast Group, Inc.:

Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of Sinclair Broadcast Group, Inc. ("Sinclair") will be held at the
Sheraton Baltimore North, 903 Dulaney Valley Road, Towson, MD 21204 on May 11,
1998, commencing at 10:00 a.m., for the following purposes:

1. To elect six directors, each for a one-year term.

2. To consider and act upon amendments to Sinclair's Amended and Restated
Charter for the purpose of: (i) increasing the number of shares of Class A
Common Stock authorized to be issued by Sinclair from 100,000,000 shares
to 500,000,000 shares; (ii) increasing the number of shares of Class B
Common Stock authorized to be issued by Sinclair from 35,000,000 shares to
140,000,000 shares; (iii) increasing the number of shares of Preferred
Stock authorized to be issued by Sinclair from 10,000,000 shares to
50,000,000 shares; and (iv) increasing the maximum size of Sinclair's
Board of Directors from nine to thirteen.

3. To consider and act upon certain amendments to the 1996 Long-Term
Incentive Plan of Sinclair (the "LTIP"), increasing from 2,073,673 to
7,000,000 the number of options that may be granted under the LTIP, and
making certain other changes.

4. To ratify the appointment by the Board of Directors of the firm of Arthur
Andersen LLP as independent public accountants of Sinclair for the fiscal
year ending December 31, 1998.

5. To transact such other business as may properly come before the Annual
Meeting.

Accompanying this notice is a Proxy Statement and a Proxy Card. Whether or
not you expect to be present at the Annual Meeting, please sign and date the
Proxy Card and return it in the enclosed envelope provided for that purpose
prior to the date of the Annual Meeting. A Proxy may be revoked at any time
prior to the time that it is voted at the Annual Meeting. April 7, 1998 was
fixed as the record date for determination of stockholders entitled to notice of
and to vote at the Annual Meeting or any adjournments thereof. Only stockholders
of record at the close of business on April 7, 1998 will be entitled to vote at
the Annual Meeting.

You are cordially invited to attend the Annual Meeting, and you may vote in
person even though you have returned your card.

BY ORDER OF THE BOARD OF DIRECTORS

J. Duncan Smith, Secretary

Baltimore, Maryland
April , 1998

<PAGE>
TABLE OF CONTENTS

PAGE
-----

SOLICITATION, VOTING AND REVOCABILITY OF PROXIES ...................... 2

PROPOSAL 1: ELECTION OF DIRECTORS ..................................... 3

PROPOSAL 2: AUTHORIZATION OF THE CHARTER AMENDMENTS ................... 4

PROPOSAL 3: 1996 LONG-TERM INCENTIVE PLAN AMENDMENT ................... 6

PROPOSAL 4: RATIFICATION OF INDEPENDENT AUDITORS ...................... 10

BENEFICIAL OWNERSHIP OF COMMON STOCK .................................. 10

EXECUTIVE COMPENSATION AND RELATED MATTERS ............................ 13

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ........................ 18

OTHER MATTERS ......................................................... 22

STOCKHOLDER PROPOSALS ................................................. 22

EXHIBIT A-- CHARTER AMENDMENTS ........................................ A-1

EXHIBIT B -- AMENDMENTS TO THE 1996 LONG TERM INCENTIVE PLAN .......... B-1

<PAGE>

SINCLAIR BROADCAST GROUP, INC.
2000 W. 41ST STREET

BALTIMORE, MARYLAND 21211
--------------

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 11, 1998

--------------

This Proxy Statement is being furnished to the stockholders of Sinclair
Broadcast Group, Inc. ("Sinclair" or the "Company") for use in connection with
the Annual Meeting of Stockholders (the "Annual Meeting") of Sinclair to be held
on May 11, 1998 at the Sheraton Baltimore North, 903 Dulaney Valley Road,
Towson, MD 21204, and any adjournments or postponements thereof. This Proxy
Statement is being used for the solicitation of proxies by the Board of
Directors of Sinclair (the "Sinclair Board" or the "Board of Directors"). It is
first being mailed to the stockholders of Sinclair on or about April 9, 1998.

At the Annual Meeting, the stockholders of Sinclair (the "Record
Stockholders") at the close of business on April 7, 1998 (the "Record Date")
will be asked to (i) elect six members of the Board of Directors of Sinclair;
(ii) approve an amendment to Sinclair's Amended and Restated Charter (the
"Charter") for the purpose of: (a) increasing the number of shares of Class A
Common Stock of the Company, par value $.01 per share ("Class A Common Stock")
authorized to be issued by Sinclair from 100,000,000 shares to 500,000,000
shares; (b) increasing the number of shares of Class B Common Stock of the
Company, par value $.01 per share ("Class B Common Stock" and together with the
Class A Common Stock, the "Common Stock") authorized to be issued by Sinclair
from 35,000,000 to 140,000,000; (c) increasing the number of shares of Preferred
Stock ("Preferred Stock") authorized to be issued by Sinclair from 10,000,000 to
50,000,000; and (d) increasing the maximum size of Sinclair's Board of Directors
from nine to thirteen (the "Charter Amendments"); (iii) approve, ratify and
confirm the adoption of certain amendments to the 1996 Long Term Incentive Plan
of Sinclair (the "LTIP"), increasing from 2,073,673 to 7,000,000 the number of
options that may be granted under the LTIP and making certain other changes (the
"LTIP Amendments"); (iv) approve, ratify and confirm the selection of Arthur
Andersen LLP as Sinclair's independent auditors for the fiscal year ending
December 31, 1998; and (v) transact such other business as properly comes before
the Annual Meeting. The items on which the stockholders are being asked to vote
are referred to in this Proxy Statement as the "Proposals."

THE BOARD OF DIRECTORS OF SINCLAIR RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR ELECTION OF THE BOARD'S NOMINEES FOR DIRECTOR AND FOR APPROVAL OF EACH OF
THE OTHER PROPOSALS.

Information regarding the persons nominated as directors and regarding each
of the other Proposals and the reasons for the Proposals is set forth in this
Proxy Statement, as well as certain other information regarding Sinclair.
Stockholders are encouraged to read this Proxy Statement in its entirety before
determining how to vote on the Proposals.

The principal executive offices of Sinclair are located at 2000 W. 41st
Street, Baltimore, Maryland 21211 and its telephone number is (410) 467-5005.
Stockholders with questions regarding the matters described herein may contact
David B. Amy, Chief Financial Officer of Sinclair, or Patrick J. Talamantes,
Director of Corporate Finance of Sinclair, at (410) 467-5005.

<PAGE>

SOLICITATION, VOTING AND REVOCABILITY OF PROXIES

The close of business on April 7, 1998 has been fixed by the Sinclair Board
as the Record Date for determination of stockholders entitled to vote at the
Annual Meeting. On the Record Date, 14,380,770 shares of Sinclair Class A Common
Stock (each of which is entitled to one vote), 25,166,432 shares of Sinclair
Class B Common Stock (each of which is entitled to ten votes on election of
directors and each of the Proposals) and 976,380 shares of Series B Preferred
Stock of the Company, par value $.01 per value (the "Series B Preferred Stock")
(each of which is entitled to approximately 3.64 votes on election of directors
and each of the Proposals) were outstanding. The presence, in person or by
proxy, of stockholders entitled to cast a majority of all the votes entitled to
be cast at the Annual Meeting (134,797,788 votes) is necessary to constitute a
quorum at the Annual Meeting. Directors will be elected by a plurality of the
votes cast at the Annual Meeting. The affirmative vote of two-thirds of all the
votes entitled to be cast at the Annual Meeting (179,730,383 votes) will
constitute shareholder approval of the Charter Amendments relating to the
authorization of additional capital stock of the Company. The affirmative vote
of a majority of the votes entitled to be cast will constitute shareholder
approval of the Charter Amendment relating to the increase in the size of the
Board of Directors and the majority of the votes cast at the Annual Meeting will
constitute shareholder approval of each of the other Proposals.

All proxies submitted on the enclosed form of proxy that are properly
executed and returned to Sinclair prior to commencement of voting at the Annual
Meeting will be voted at the Annual Meeting or any adjournment or postponement
thereof in accordance with the instructions thereon. Sinclair has named David D.
Smith and Frederick G. Smith, or either of them, as attorneys-in-fact on the
proxy cards. All executed but unmarked proxies will be voted FOR the Board's
nominees for Director and FOR approval of the other Proposals. Any proxy may be
revoked by any stockholder who attends the Annual Meeting and gives notice of
his or her intention to vote in person without compliance with any other
formalities. In addition, any Sinclair stockholder may revoke a proxy at any
time before it is voted by executing and delivering a subsequent proxy or by
delivering a written notice stating that the proxy is revoked to Sinclair at
2000 W. 41st Street, Baltimore, MD 21211, Attention: J. Duncan Smith, Secretary.
At the Annual Meeting, stockholder votes will be tabulated by persons appointed
by the Chairman of the Board to act as inspectors of election. Abstentions and
broker nonvotes will be treated as shares that are present and entitled to vote
for purposes of determining the presence of a quorum at the Annual Meeting, but
will not be counted as a vote cast; only votes cast in favor of the Proposals
and executed and unmarked proxies shall be counted toward the number needed to
reach approval.

Management of Sinclair does not know of any matters other than those set
forth herein that may come before the Annual Meeting. If any other matters are
properly presented to the Annual Meeting for action, it is intended that the
persons named in the proxy will vote in accordance with their best judgment on
such matters.

The expense of preparing and printing this Proxy Statement and the proxies
solicited hereby will be borne by Sinclair. In addition to the use of the mails,
proxies may be solicited by officers and directors and regular employees of
Sinclair, without additional remuneration, by personal interviews, telephone,
telegraph, letter or otherwise. Sinclair may also request brokerage firms,
nominees, custodians and fiduciaries to forward proxy materials to beneficial
owners of shares of Sinclair and will provide reimbursement for the cost of
forwarding the material in accordance with customary charges.

THE BOARD OF DIRECTORS OF SINCLAIR RECOMMENDS THAT STOCKHOLDERS VOTE FOR
ELECTION OF THE BOARD'S NOMINEES FOR DIRECTOR AND FOR APPROVAL OF EACH OF THE
OTHER PROPOSALS.

<PAGE>

PROPOSAL 1: ELECTION OF DIRECTORS

Six directors of the Company will be elected at the Annual Meeting, to hold
office for terms of one year and until their successors shall be elected and
shall qualify. At the Annual Meeting, the persons named in the enclosed form of
proxy will vote the shares covered by the proxy for the election of the nominees
named below to the Board of Directors of the Company unless instructed to the
contrary. Each nominee is currently a director of the Company. Each nominee has
indicated his willingness to serve, if elected; however, if any nominee should
be unwilling to serve, the proxies may be voted for a substitute nominee
designated by the Board of Directors.

Set forth below for each nominee is the director's name, age, length of
service as a director, his principal occupation and business experience of the
past five years, and the names of any other publicly held companies for which he
serves as a director.

DIRECTOR PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
NOMINEE AGE SINCE DURING THE PAST FIVE YEARS
- ----------------------------- ----- ---------- --------------------------------------------------
<S> <C> <C> <C>
David D. Smith .............. 47 1986 President, Chief Executive Officer, Director and
Chairman of the Board of the Company since
1990.

Frederick G. Smith .......... 48 1986 Vice President of the Company since 1990.

J. Duncan Smith ............. 43 1986 Vice President and Secretary of the Company
since 1988.

Robert E. Smith ............. 34 1986 Vice President and Treasurer of the Company
since 1988.

Basil A. Thomas ............. 82 1993 Of counsel to the Baltimore law firm of Thomas
& Libowitz, P.A. since 1983.

Lawrence E. McCanna ......... 54 1995 Managing partner of the accounting firm of Gross,
Mendelsohn & Associates, P.A. since 1982.
</TABLE>

Messrs. David, Frederick, Duncan and Robert Smith (the "Controlling
Stockholders") have entered into a stockholders agreement pursuant to which they
have agreed, for a period of 10 years commencing June 12, 1995, to vote for each
other as candidates for election to the Board of Directors of the Company.

In connection with the Company's 1996 acquisition of certain assets of
River City Broadcasting, L.P., (the "River City Acquisition"), the Company
agreed to increase the size of the Board of Directors from seven members to nine
to accommodate the prospective appointment of each of Barry Baker and Roy F.
Coppedge, III or such other designee as Boston Ventures Limited Partnership IV
and Boston Ventures Limited Partnership IVA (collectively "Boston Ventures") may
select. Mr. Baker currently serves as a consultant to the Company. The Company's
obligation to appoint Mr. Coppedge or another designee of Boston Ventures will
end as a result of the sale of shares by Boston Ventures in a pending offering
of shares of Class A Common Stock by the Company and certain shareholders,
including Boston Ventures, pursuant to a preliminary prospectus filed with the
Securities and Exchange Commission (the "SEC") on March 17, 1998.

MEETINGS OF THE BOARD OF DIRECTORS AND STANDING COMMITTEES

The Board of Directors had a total of five meetings during 1997 (plus 16
consents in lieu of meetings). Each director attended at least 75% of the
aggregate number of meetings of the Board of Directors and all committees of the
Board on which he served.

The Board of Directors currently consists of six members. The committees of
the Board of Directors include an Audit Committee and a Compensation Committee.
The members of the Audit Committee are Messrs. Thomas and McCanna. This
committee is charged with the responsibility of reviewing the Company's internal
auditing procedures and accounting controls and will consider the selection and

<PAGE>
independence of the company's outside auditors. The Audit Committee met five
times during the year ended December 31, 1997. The members of the Compensation
Committee are Messrs. Thomas and McCanna. This committee is charged with the
responsibility for setting executive compensation, reviewing certain of the
Company's compensation programs and making recommendations to the Board of
Directors in the interval between meetings. The Compensation Committee met three
times during the year ended December 31, 1997.

COMPENSATION OF DIRECTORS

Directors of the Company who also are employees of the Company serve
without additional compensation. Independent directors receive $15,000 annually.
These independent directors also receive $1,000 for each meeting of the Board of
Directors attended and $500 for each committee meeting attended. In addition,
the independent directors are reimbursed for any expenses incurred in connection
with their attendance at such meetings.

COMPLIANCE WITH THE REPORTING REQUIREMENTS OF SECTION 16 OF THE SECURITIES
EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's officers (as defined in regulations
promulgated by the SEC) and directors, and persons who own more than ten percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Officers, directors and greater
than ten percent shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.

Based solely on a review of copies of such reports of ownership furnished
to the Company, or written representations that no forms were necessary, the
Company believes that during the past fiscal year all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with.

PROPOSAL 2: AUTHORIZATION OF THE CHARTER AMENDMENTS

The Board of Directors has approved amendments to the Charter: (i)
increasing the number of authorized shares of all classes of stock from
145,000,000 shares to 690,000,000 shares; (ii) increasing the number of
authorized shares of Class A Common Stock from 100,000,000 shares to 500,000,000
shares; (iii) increasing the number of authorized shares of Class B Common Stock
from 35,000,000 shares to 140,000,000 shares; (iv) increasing the number of
authorized shares of Preferred Stock from 10,000,000 to 50,000,000 shares; and
(v) increasing the maximum size of the Board of Directors from nine to thirteen.
The Board of Directors recommends that the stockholders approve the Charter
Amendments. The amendments are set out in Exhibit A.

REASONS FOR THE CAPITAL STOCK AUTHORIZATION

The Board of Directors recommends that the number of authorized shares of
Class A Common Stock and Class B Common Stock and Preferred Stock be increased
in order to give the Company flexibility to issue additional shares of Common
and Preferred Stock in connection with future financings and acquisitions, and
in connection with a possible stock split.

As of March 5, 1998, Sinclair had issued and outstanding 14,380,770 shares
of Class A Common Stock and 25,166,432 shares of Class B Common Stock, and has
reserved 25,166,432 shares of Class A Common Stock for issuance upon conversion
of issued and outstanding shares of Class B Common Stock. At March 5, 1998, the
Company also had issued and outstanding 976,380 shares of Series B Preferred
Stock, which are convertible at the election of holders thereof into an
aggregate 3,550,484 shares of Class A Common Stock and 3,450,000 shares of
Series D Preferred Stock, par value $.01 per share (the "Series D Preferred
Stock"), which are convertible at the election of holders thereof into an
aggregate of 3,780,822 shares of Class A Common Stock. Sinclair has also
reserved 2,073,673 shares of Class A Common Stock for issuance upon exercise of
options issued or currently issuable under existing stock option plans. The
Company has also announced plans to issue 6,000,000 shares (6,900,000 shares if
underwriters exercise an over-allotment op-

<PAGE>
tion) of Class A Common Stock in a public offering expected to close in early
April 1998. If the amendments to the Long Term Incentive Plan are approved (see
"Proposal 3: 1996 Long Term Incentive Plan Amendments"), the Company will need
to reserve an additional 4,926,327 shares of Class A Common Stock for issuance
upon exercise of additional options that may be granted under the LTIP, as
amended. If (i) all shares of Class B Common Stock, Series B Preferred Stock and
Series D Preferred Stock were converted to shares of Class A Common Stock, (ii)
all options that may be granted under existing and proposed stock option plans
were granted and exercised and (iii) the Company issued 6,900,000 shares of
Class A Common Stock in the pending public offering, 60,778, 508 of the
currently authorized 100,000,000 shares of Class A Common Stock would be issued
and outstanding.

The Company is also considering a two-for-one split of shares of its Class
A Common Stock and Class B Common Stock. By dividing each outstanding share of
Class A Common Stock into two shares, the split will allow each share to trade
at a smaller dollar figure and thereby facilitate public trading in the stock.
Article 7(b) of the Amended and Restated Articles of Incorporation of the
Company, as amended (the "Amended Articles") requires that any stock split
effected with respect to the Company's Class A Common Stock or Class B Common
Stock must be effected with respect to all classes of common stock of the
Company. Therefore, in order to effect the two-for-one split with respect to the
Class A Common Stock, the Company must effect an identical split with respect to
its Class B Common Stock. In addition, the terms of the Articles Supplementary
relating to the Series B and Series D Preferred Stock require an adjustment to
the conversion ratio for each series in the event of a stock split. If the
Company effected a two-for-one stock split of the outstanding Class A Common
Stock, and each of the exercises, conversions and issuances described above were
completed, 121,557,016 shares of Class A Common Stock (which is greater than the
100,000,000 shares currently authorized) would be issued and outstanding. If
none of the currently issued and outstanding shares of Class B Common Stock were
converted into Class A Common Stock and the Company effected an identical
two-for-one split of the Class B Common Stock, 50,332,864 shares of Class B
Common Stock (which is greater than the 35,000,000 shares currently authorized)
would be issued and outstanding.

Authorization of an additional 400,000,000 shares of Class A Common Stock
will allow the Company to reserve sufficient shares, effect the two-for-one
stock split and have additional shares available for issuance in connection with
future acquisitions, future stock option plans, future stock splits, future
capital raising transactions or other purposes. Authorization of an additional
105,000,000 shares of Class B Common Stock will allow the Company to effect the
two-for-one stock split of the Class B Common Shares, which will be required in
order to effect an identical stock split for the Class A Common Shares.

REASONS FOR THE PREFERRED STOCK AUTHORIZATION

The Board of Directors recommends that the number of authorized shares of
Preferred Stock be increased in order to permit the issuance of additional
shares of Preferred Stock to raise capital, for acquisitions and for other
purposes. Of the 10,000,000 shares of Preferred Stock authorized, Sinclair has
designated 1,500,000 shares of Series A Preferred Stock (of which none are
issued and outstanding), 1,500,000 shares of Series B Preferred Stock (of which
1,107,381 shares are issued and outstanding), 2,062,000 shares of Series C
Preferred Stock (the "Series C Preferred Stock") (of which 2,062,000 shares are
issued and outstanding) and 3,450,000 shares of Series D Preferred Stock (of
which 3,450,000 shares are issued and outstanding). The Company therefore has
less than 3,400,000 shares of Preferred Stock available for issuance.

Authorization of an additional 40,000,000 shares of Preferred Stock would
give the Board the flexibility to issue additional shares of Preferred Stock in
connection with future acquisitions, in order to raise additional capital or for
other reasons. In addition, Sinclair has the option to issue additional shares
of Series B Preferred Stock in payment of dividends on such shares (if and when
dividends become payable) and will have increased flexibility to do so if the
additional shares are authorized. The Board of Directors has no current plans to
issue Preferred Stock. The terms of any Preferred Stock other than the Series B
Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock,
including dividend rates, conversion rights and prices, voting rights,
redemption prices and similar matters will be determined by the Board of
Directors without further vote of the stockholders.

<PAGE>

REASONS FOR THE EXPANSION OF THE BOARD OF DIRECTORS

The holders of the Company's Series D Preferred Stock have the right,
voting separately as a class, to appoint two additional directors to the Board
of Directors in the event that dividends payable on the Series D Preferred Stock
are in arrears for at least six quarters. The Amended Articles currently limit
the number of directors of the Company to nine. Six directors currently sit on
the Board of Directors and the Company has entered into arrangements to appoint
two more individuals to the Board upon the satisfaction of certain conditions
(see "Proposal 1: Election of Directors"). Accordingly, unless the Charter is
amended to increase the number of directors that may be elected to the Board of
Directors or unless directors resign in order to accommodate the election of
directors by the holders of Series D Preferred Stock, holders of the Series D
Preferred Stock may be unable to elect the two directors to which such holders
would be entitled. If the Company fails within one year after September 23,
1997, (the issue date of the Series D Preferred Stock), to cause the Amended
Articles to be amended to increase the maximum number of directors by two or to
cause two directors to resign, then the Comapny shall be required to pay
additional dividends ("Additional Dividends") to the holders of the Series D
Preferred Stock. Additional Dividends shall accrue on the Series D Preferred
Stock over and above the stated payment rates thereon (currently $3.00 per share
or 6%) at a rate of .50% per annum for the first 90 days immediately following
September 27, 1998, with such Additional Dividend rate increasing by an
additional .25% per annum at the beginning of each subsequent 90-day period;
provided, however, that the Additional Dividend rate on any shares of the Series
D Preferred Stock may not exceed 1.5% per annum; and provided further, that when
the Amended Articles have been so amended, Additional Dividends shall cease to
accrue. Amending the Amended Articles to expand the authorized size of the Board
of Directors to eleven will permit the Company to accommodate the rights of the
holders of Series D Preferred Stock and avoid payment of Additional Dividends to
such holders.

The Board of Directors recommends a vote FOR each of the Charter
Amendments.

PROPOSAL 3: 1996 LONG-TERM INCENTIVE PLAN

BACKGROUND

The Board of Directors proposes that the stockholders approve an amendment
to the 1996 Long-Term Incentive Plan of the Company (the "LTIP"). The Board of
Directors approved the amendment, subject to stockholder approval. The amendment
increases the number of shares available under the LTIP. There are currently
2,073,673 shares of Class A Common Stock (as initially authorized) available for
awards under the LTIP. The amendment to the LTIP increases the number of shares
subject to the LTIP by 4,926,327. The Compensation Committee of the Board (the
"Compensation Committee") has approved the amendment to the LTIP. The purpose of
the LTIP is to reward key individuals for making major contributions to the
success of Sinclair and its subsidiaries and to attract and retain the services
of qualified and capable employees. The shares available under the LTIP are
being increased because of a new target incentive arrangement for key employees.

The following summarizes the principal features of the LTIP as revised by
the proposed amendment thereto. The full text of the amendment is attached as
Exhibit B to this Proxy Statement.

PRINCIPAL FEATURES OF THE PLAN

The LTIP is administered by the Compensation Committee, consisting of two
or more directors, each of whom must not be employees of the Company and must
not be eligible to receive awards under the LTIP. The Compensation Committee is
authorized to designate participants from among the eligible officers and other
employees, determine the type and number of awards to be granted, set terms and
conditions of awards, and make all determinations that may be necessary or
advisable for the administration of the LTIP. The Compensation Committee may
extend the exercisability of awards, accelerate the vesting or exercisability of
awards, and eliminate or make less restrictive any restrictions in an award. No
such amendment or termination may impair the rights of a participant under any
outstanding award without his or her consent. The Compensation Committee may
dele-

<PAGE>

gate its duties except that it may not delegate the granting of awards to
officers and directors subject to liability under Section 16(b) of the
Securities Exchange Act or to persons who are not employees of the Company or
any subsidiaries.

The LTIP provides for the discretionary grant by the Compensation Committee
of nonqualified stock options ("NQSOs"), incentive stock options ("ISOs"), stock
appreciation rights ("SARs"), stock awards ("Stock Awards"), cash awards ("Cash
Awards"), and performance awards ("Performance Awards"), each of which is more
fully described below. The individuals eligible to participate in the LTIP are
the employees of, and other service providers to, the Company and its
subsidiaries whose performance can have an effect on the success of the Company
and its subsidiaries (approximately 2400 people), but in the past Awards have
been limited to executive officers and key employees. Awards may be granted
alone, in addition to, in tandem with, or in substitution for any other award
under the LTIP, other awards under other plans of the Company, or other rights
to payment from the Company. Awards granted in addition to or in tandem with
other awards may be granted either at the same time or at different times.

A total of 2,073,673 shares (previously authorized) have been reserved
under the plan, to which the LTIP Amendments are adding an additional 4,926,327
shares, which will then be reserved and available for awards under the LTIP,
although the LTIP provides certain further limits on awards under the plan.
During or with respect to any calendar year, no participant may receive (i)
awards of NQSOs or SARs that are exercisable for more than the difference
between 1.5 million shares and the number of shares relating to outstanding
NQSOs and SARs, (ii) awards consisting of shares or denominated in shares (other
than NQSOs or SARs) relating to more than 20,000 shares, or (iii) cash or other
awards not described in (i) and (ii) with a value in excess of $300,000,
determined as of the date of grant.

To the extent permitted by Rule 16b-3 under the Securities Exchange Act,
shares forfeited or related to an award that terminates without issuance of
shares will be available again for issuance under the LTIP, but in no event
shall the number of shares subject to outstanding awards exceed the total shares
reserved.

The LTIP provides that Compensation Committee members and its agents shall
not be personally liable, and shall be fully indemnified, in connection with any
action, determination, or interpretation taken or made in good faith under the
LTIP.

DESCRIPTION OF POSSIBLE AWARDS

Stock Options and SARS. NQSOs and ISOs entitle the participant to purchase
shares of Class A Common Stock at prescribed prices pursuant to a vesting
schedule established by the Compensation Committee. SARs entitle the participant
to receive the excess of the fair market value of a share of Class A Common
Stock or other specified valuation on the date of exercise over the strike price
of the SAR, as determined by the Compensation Committee. The exercise price of
an ISO may not be less than the fair market value per share of the Class A
Common Stock on the date of grant (or 110% of the fair market value for any
optionee who is a "Ten Percent Shareholder" as defined in Section 422(c)(5) of
the Internal Revenue Code of 1986, as amended (the "Code")). The exercise price
of an NQSO may not be less than 50% of the fair market value per share of the
Class A Common Stock on the date of grant. Stock options and SARs may be
exercisable at such times (including certain periods following the termination
of employment) and may be subject to such terms and conditions as the
Compensation Committee may specify, except that no option or SAR may have a term
exceeding 10 years (or 5 years for ISOs granted to Ten Percent Shareholders).
Options may be exercised by payment of the exercise price in cash, Class A
Common Stock, outstanding awards, or other property as the Compensation
Committee may determine from time to time.

Stock Awards and Cash Awards. Stock Awards consist of grants of Common
Stock to participants, subject to the terms and conditions established by the
Compensation Committee. The Stock Awards may be restricted or subject to
forfeiture ("Restricted Stock"), which stock may be issued at the beginning of
the period or at the end. Cash Awards may also be made at the discretion of the
Compensation Committee and under terms it establishes.

<PAGE>
Performance Awards. Performance Awards confer upon a participant rights
payable or exercisable based upon the attainment of certain performance
objectives ("Performance Goals") during specified award periods. The Performance
Goals will be objective measures determined by the Compensation Committee while
the outcome of the goal is substantially uncertain and before the earlier of (i)
90 days after the commencement of the period of service to which the Performance
Goals relates and (ii) the elapse of 25% of the service period. The Performance
Goals to be achieved as a condition of payment or settlement of a Performance
Award or annual incentive award will consist of (i) one or more business
criteria and (ii) a targeted level or levels of performance with respect to each
such business criteria. In the case of performance awards intended to meet the
requirements of Section 162(m) of the Code, the business criteria used must be
one of those specified in the LTIP, although for other participants the
Compensation Committee may specify any other criteria. The business criteria
specified in the LTIP are revenue, cash flow, net income, stock price, market
share, earnings per share, return on equity, return on assets, and decrease in
costs. Performance Goals can include maintaining the status quo or avoiding
objective economic losses. The Compensation Committee must certify satisfaction
of the relevant Performance Goals before any payments will be made thereunder.
Performance Awards may be payable in cash, stock, other awards, or other
property and may be subject to such forfeiture combinations, restrictions, and
other terms as the Compensation Committee may specify. The Company intends that
Performance Awards conform to the standards of Section 162(m) of the Code
discussed below.

OTHER TERMS OF AWARDS

Awards may be settled in cash, Class A Common Stock, other awards or other
property. The Compensation Committee may require or permit participants to defer
the distribution of all or part of an award in accordance with such terms and
conditions as the Compensation Committee may specify, including payment of
interest or dividend equivalents on any deferred amounts or stock, respectively.

The Committee may permit optionees to exercise their options using
successive exercises (so that shares deemed received in the exercise of the
first portion of the option become the consideration paid for the exercise of
the next portion of the option). The Committee may also direct the Company to
lend a participant the funds to exercise or purchase Awards and may authorize
the use of proceeds to be received by participants from the sale of Common Stock
under Awards as a source of funds to exercise or purchase Awards.

Awards may not be pledged or otherwise encumbered and are not transferable
except by will or by the laws of descent and distribution. A participant may
designate a beneficiary to exercise such person's rights and receive
distributions under the LTIP upon such person's death.

AMENDMENT, TERMINATION, AND ADJUSTMENTS

The Board may amend, suspend, or terminate the LTIP without the consent of
stockholders or participants, except that stockholder approval will be sought
within one year after such Board action if any such amendment would have the
effect of increasing the total number of shares that may be awarded under the
LTIP, or materially increasing the benefits accruing to participants, or if
stockholder approval otherwise is required by any applicable law or regulation
or rule of a stock exchange, or if the Board in its discretion determines that
obtaining such approval is advisable.

In the event of certain changes affecting the shares of Class A Common
Stock (such as a stock dividend or distribution, recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, spin-off,
combination, repurchase or share exchange, or other similar corporate
transaction or event), the Board may adjust the aggregate number or kind of
shares that may be issued under the LTIP and the terms of outstanding awards as
it deems to be appropriate in order to prevent dilution or enlargement of
participants' rights under the LTIP.

FEDERAL INCOME TAX IMPLICATIONS

The Company believes that, under present law, the following federal income
tax consequences generally arise with respect to awards granted under the LTIP.
The grant of an option or SAR (including a stock-based award in the nature of a
purchase right) will create no tax consequences for the

<PAGE>

participant or the Company. A participant will not have taxable income upon
exercising an ISO (except that the alternative minimum tax may apply), and the
Company will receive no deduction at that time. Upon exercising an option other
than an ISO (including a stock-based award in the nature of a purchase right),
the participant generally must recognize ordinary income equal to the difference
between the exercise price and the fair market value of the freely transferable
and nonforfeitable stock acquired on the date of exercise. Upon exercising a
SAR, the participant generally must recognize ordinary income equal to the cash
or the fair market value of the freely transferable and nonforfeitable stock
received. In each case, the Company will be entitled to a deduction equal to the
amount recognized as ordinary income by the participant.

A participant's disposition of shares acquired upon the exercise of an
option, SAR, or other stock-based award in the nature of a purchase right
generally will result in a short-term or long-term capital gain or loss (except
in the event that shares issued pursuant to the exercise of an ISO are disposed
of within two years after the date of grant of the ISO or within one year after
the transfer of the shares to the participant) measured by the difference
between the sale price and the participant's tax basis in such shares (or the
exercise price of the option in the case of shares acquired by the exercise of
an ISO and held for the applicable ISO holding period). Generally, there will be
no tax consequences to the Company in connection with a disposition of shares
acquired under an option or other award, except that the Company will be
entitled to a deduction (and the participant will recognize ordinary taxable
income) if shares acquired upon the exercise of an ISO are disposed of before
the applicable ISO holding period has been satisfied.

With respect to awards granted under the LTIP that may be settled either in
cash, Class A Common Stock or other property that is either not restricted as to
transferability or not subject to a substantial risk of forfeiture, the
participant generally must recognize compensation income equal to the cash or
the fair market value of stock or other property received. The Company will be
entitled to a deduction for the same amount. With respect to awards involving
Common Stock or other property, that is restricted as to transferability and
subject to a substantial risk of forfeiture, the Company will be entitled to a
deduction for the same amount at the same time the participant recognizes
ordinary income. A participant may elect to be taxed at the time of receipt of
shares or other property rather than upon the lapse of restrictions on
transferability or the substantial risk of forfeiture, in which case the Company
will be entitled to a deduction at the same time. Dividends paid to the employee
during a restricted period will be taxable as compensation income (with the
Company's being entitled to a deduction in an equal amount), unless the election
referred to in the immediately preceding sentence has been made.

Special rules apply to a director or officer subject to liability under
Section 16(b) of the Exchange Act.

Under Section 162(m) of the Code, certain compensation payments in excess
of $1 million are subject to a limitation on deductibility for the Company. The
limitation on deductibility applies with respect to that portion of a
compensation payment for a taxable year in excess of $1 million to either the
Company's Chief Executive Officer or any one of the other four most highly
compensated executive officers. Certain performance-based compensation is not
subject to the limitation on deductibility. Options and stock appreciation
rights can qualify for this performance-based exception, but only if they are
granted at fair market value, the total number of shares that can be granted to
an executive for any period is stated, and stockholder and Board of Directors'
approval is obtained. Stock Awards, Cash Awards, and Performance Awards may
satisfy the performance-based criteria, and the Performance Awards provisions
have been drafted to allow compliance with those performance-based criteria.

The foregoing discussion, which is general in nature, is intended for the
information of stockholders considering how to vote at the Annual Meeting and
not as tax guidance to participants in the LTIP. Different tax rules may apply,
including in the case of variations in transactions that are permitted under the
LTIP (such as payment of the exercise price of an option by surrender of
previously acquired shares), and with respect to a participant who is subject to
Section 16 of the Securities Exchange Act when he or she acquires shares in a
transaction that would otherwise result in taxation within six months after the
grant of the Award. This discussion does not address the effects of other
federal taxes (including possible 'golden parachute' excise taxes) or taxes
imposed under state, local, or foreign tax laws. Participants in the LTIP should
consult a tax advisor as to the tax consequences of participation.

<PAGE>

NEW PLAN BENEFITS

The following benefits have been awarded under the LTIP (as discussed under
Proposal 4), subject to shareholder approval.

<TABLE>
<CAPTION>
NAME AND POSITION TOTAL OPTIONS AWARDED
- ------------------------------------------------------------ ----------------------
<S> <C>
David D. Smith, President and Chief Executive Officer 0
Frederick G. Smith, Vice President .................. 0
J. Duncan Smith, Secretary .......................... 0
Robert E. Smith, Treasurer .......................... 0
David B. Amy, Chief Financial Officer ............... 67,500
Executive Group ..................................... 390,000
Non-Executive Director Group ........................ 0
Non-Executive Officer Employee Group ................ 1,280,750

</TABLE>

The Board of Directors recommends a vote FOR approval of the LTIP
Amendments.

PROPOSAL 4: RATIFICATION OF INDEPENDENT AUDITORS

The Board of Directors, with the concurrence of the Audit Committee, has
selected Arthur Andersen LLP as its independent auditors for 1998. If the
stockholders do not ratify the appointment of Arthur Andersen LLP, the
engagement of independent auditors will be reevaluated by the Board of
Directors. Even if the appointment is ratified, the Board of Directors in its
discretion may nevertheless appoint another firm of independent auditors at any
time during the year if the Board of Directors determines that such a change
would be in the best interests of the shareholders and the Company.

A representative of Arthur Andersen LLP is expected to attend the Annual
Meeting, and will have the opportunity to make a statement if he desires to do
so and will be able to respond to appropriate questions from shareholders.

The Board of Directors recommends a vote FOR ratification of the
appointment of Arthur Andersen LLP.

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth as of March 5, 1998 the number and
percentage of outstanding shares of the Company's Common Stock beneficially
owned by (i) all persons known by the Company to beneficially own more than 5%
of the Company's Common Stock, (ii) each director and each Named Executive
Officer who is a stockholder, and (iii) all director and executive officers as a
group. Unless noted otherwise, the business address of each of the following is
2000 West 41st Street, Baltimore, MD 21211:

SHARES OF CLASS B SHARES OF SERIES B SHARES OF CLASS A
COMMON STOCK PREFERRED STOCK COMMON STOCK PRERCENT OF
BENEFICIALLY OWNED BENEFICIALLY OWNED BENEFICIALLY OWNED TOTAL
--------------------- ------------------ --------------------- VOTING
NAME NUMBER PERCENT NUMBER PERCENT NUMBER PERCENT POWER (A)
- -------------------------------------------- ----------- --------- -------- --------- ----------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
David D. Smith(b) .......................... 6,924,999 27.5% 6,935,057 32.6% 25.7%
Frederick G. Smith (b)(c) .................. 5,922,795 23.5% 5,926,853 29.2% 22.0%
J. Duncan Smith (b)(d) ..................... 6,569,994 26.2% 6,570,020 31.4% 24.4%
Robert E. Smith (b)(e) ..................... 5,748,644 22.8% 5,748,702 28.6% 21.3%
David B. Amy (f) ........................... 102,258 * *
Basil A. Thomas ............................ 2,000 * *
Lawrence E. McCanna ........................ 300 * *
Barry Baker (g)(h) ......................... 72,016 7.4% 1,644,311 10.3% *
Putnam Investments, Inc. ................... 4,393,534 30.6% 1.6%
One Post Office Square
Boston, Massachusetts 02109
T. Rowe Price Associates, Inc. (i) ......... 933,500 6.5% *
100 East Pratt Street
Baltimore, Maryland 21202
Lynn & Mayer, Inc. ......................... 819,000 5.7% *
520 Madison Avenue
New York, New York 10022
</TABLE>

SHARES OF CLASS B SHARES OF SERIES B SHARES OF CLASS A
COMMON STOCK PREFERRED STOCK COMMON STOCK PRERCENT OF
BENEFICIALLY OWNED BENEFICIALLY OWNED BENEFICIALLY OWNED TOTAL
------------------------ ------------------- ---------------------- VOTING
NAME NUMBER PERCENT NUMBER PERCENT NUMBER PERCENT POWER (A)
- ----------------------------------------- ------------ ----------- --------- --------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
The Equitable Companies Incorporated..... 1,162,725 8.1% *
787 Seventh Avenue
New York, New York 10019
Better Communications, Inc. (h) ......... 134,858 13.8% 490,393 3.3% *
1215 Cole Street
St. Louis, Missouri 63106
BancBoston Investments (h) .............. 150,335 13.8% 546,673 3.7%
150 Royal Street
Canton, Massachusetts 02021
Pyramid Ventures, Inc. .................. 152,995 15.7% 556,345 3.7% *
1215 Cole Street
St. Louis, Missouri 63106
Boston Ventures Limited
Partnership IV (h) ..................... 253,800 26.0% 922,909 6.0% *
21 Custom House Street
10th Floor
Boston, Massachusetts 02110
Boston Ventures Limited
Partnership IVA (h) .................... 142,745 14.6% 519,073 3.5% *
21 Custom House Street
10th Floor
Boston, Massachusetts 02110
All directors and executive
officers as a group (7 persons) ........ 25,166,432 100.0% -- -- 25,285,190 63.8% 93.4%
</TABLE>

- ----------
*Less than 1%

(a) Holders of Class A Common Stock are entitled to one vote per share and
holders of Class B Common Stock are entitled to ten votes per share except
for votes relating to "going private" and certain other transactions. The
Class A Common Stock, the Class B Common Stock and the Series B Preferred
Stock vote altogether as a single class except as otherwise may be required
by Maryland law on all matters presented for a vote, with each share of
Series B Preferred Stock entitled to approximately 3.64 votes on all such
matters. Holders of Class B Common Stock may at any time convert their
shares into the same number of shares of Class A Common Stock and holders of
Series B Preferred Stock may at any time convert each share of Series B
Preferred Stock into approximately 3.64 shares of Class A Common Stock.

(b) Shares of Class A Common Stock beneficially owned includes shares of Class B
Common Stock beneficially owned, each of which is convertible into one share
of Class A Common Stock.

(c) Includes 430,145 shares held in irrevocable trusts established by Frederick
G. Smith for the benefit of his children and as to which Mr. Smith has the
power to acquire by substitution of trust property. Absent such
substitution, Mr. Smith would have no power to vote or dispose of the
shares.

(d) Includes 456,695 shares held in irrevocable trusts established by J. Duncan
Smith for the benefit of his children and as to which Mr. Smith has the
power to acquire by substitution of trust property. Absent such
substitution, Mr. Smith would have no power to vote or dispose of the
shares.

(e) Includes 782,855 shares held in irrevocable trusts established by Robert E.
Smith for the benefit of his children and as to which Mr. Smith has the
power to acquire by substitution of trust property. Absent such
substitution, Mr. Smith would have no power to vote or dispose of the
shares.

(f) Includes 100,000 shares of Class A Common Stock that may be acquired upon
exercise of options granted in 1995, 1996 and 1998 pursuant to the Incentive
Stock Option Plan and Long Term Incentive Plan.

(g) Consists of 1,382,435 shares of Class A Common Stock that may be acquired
upon exercise of options granted in 1996 pursuant to the Long Term Incentive
Plan.

(h) Shares of Class A Common Stock beneficially owned includes 3.64 shares for
each share of Series B Preferred Stock beneficially owned as each share of
Series B Preferred Stock is immediately convertible into approximately 3.64
shares of Class A Common Stock.

(i) These securities are owned by various individual and institutional investors
to which T. Rowe Price Associates, Inc. ("Price Associates") serves as
investment advisor with power to direct investments and/or sole voting power
to vote the securities. For purposes of the reporting requirements of the
Securities Exchange Act of 1934, Price Associates is deemed to be a
beneficial owner of such securities; however, Price Associates expressly
disclaims that it is, in fact, beneficial owner of such securities.

<PAGE>
Effective June 13, 1995, the Common Stock of the Company was listed for
trading on the Nasdaq Stock Market under the symbol SBGI. The following table
sets forth for the periods indicated the high and low sales prices on the Nasdaq
Stock Market.

PRICE RANGE OF COMMON STOCK

1995 HIGH LOW
- ----------------------------------------------- ----------- -----------
Second Quarter (from June 13) .......... $ 29.00 $ 23.50
Third Quarter .......................... 31.00 27.375
Fourth Quarter ......................... 27.75 16.25

1996 HIGH LOW
- -------------------------------- ----------- ------------
First Quarter ........... $ 26.50 $ 16.875
Second Quarter .......... 43.50 25.50
Third Quarter ........... 46.50 36.125
Fourth Quarter .......... 43.75 23.00

1997 HIGH LOW
- -------------------------------- ----------- -----------
First Quarter ........... $ 31.00 $ 23.00
Second Quarter .......... 30.875 23.25
Third Quarter ........... 40.375 28.50
Fourth Quarter .......... 46.625 33.625

As of March 16, 1998, there were approximately 77 stockholders of record of
the common stock of the Company. This number does not include beneficial owners
holding shares through nominee names. Based on information available to it, the
Company believes it has more than 1,500 beneficial owners of its Class A Common
Stock.

<PAGE>

EXECUTIVE COMPENSATION AND RELATED MATTERS

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors (the "Committee")
consists entirely of non-employee directors. The Committee determines all
compensation paid or awarded to the Company's key executive officers.

The Committee's goal is to attract, motivate, and retain an executive
management team that can take full advantage of the Company's opportunities and
achieve long-term success in an increasingly competitive business environment,
thereby increasing stockholder value. In deciding on initial compensation for an
individual, the Committee considers determinants of the individual's market
value, including experience, education, accomplishments, and reputation, as well
as the level of responsibility to be assumed. Retention and compensation
decisions are sometimes made in the context of an acquisition, and the Committee
considers the overall terms of the acquisition and the individual's relationship
to the acquired business in those cases. In deciding whether to increase the
compensation of an individual or whether to award bonuses or stock options
initially or upon subsequent performance reviews, the Committee considers the
contributions of the individual to the Company's progress on its business plan
and against its competitors, to growth of the Company and its opportunities and
to achievement of other aims the Committee deems valuable to stockholders.
Applying these factors to each individual's case is a judgment process,
exercised by the Committee with the advice of management. There is no intent to
relate compensation to the Company's stock price performance, either absolute or
relative to peer groups, except as that relationship is implicit in the
stock-based compensation plans.

The Committee's annual performance evaluation of each executive officer is
typically based on a formula, set forth in an employment agreement or otherwise,
which sets forth a range of factors to be considered by the Committee in
determining each executive officer's ultimate annual compensation.

Executive officers' compensation consists primarily of three components:
(i) base salary, (ii) cash bonus, and (iii) stock options.

Base Salary. The Committee establishes base salaries after considering a
variety of factors that make up value and usefulness to the Company, including
the individual's knowledge, experience, and accomplishments, his level of
responsibility, his role in an acquired business, and the typical compensation
levels for individuals with similar credentials. In the past, executive officers
of the Company have typically entered into employment agreements with the
Company. The Committee may increase the salary of an individual on the basis of
its judgment for any reason, including the performance of the individual or the
Company and changes in the market for an executive with similar credentials.

Cash Bonus. The Committee determined each individual's cash bonus under the
Sinclair Broadcast Group, Inc. Executive Bonus Plan for the fiscal year ended
December 31, 1997. Bonuses were paid based upon the attainment of performance
targets established by the Compensation Committee. Performance targets were
based on percentage increases in "equalized broadcast cash flow."

Stock Options. The Committee believes achievement of the Company's goals
may be fostered by a stock option program that is tailored to employees who
significantly enhance the value of the Company. In that regard, during the
fiscal year ended December 31, 1997, the Committee granted employees options to
purchase 2,010,835 shares of Class A Common Stock. Named executive officers (as
defined below) received options with respect to 25,000 shares of Class A Common
Stock.

Chief Executive Officer's Compensation. As one of the Company's largest
stockholders, David D. Smith's financial well-being is directly tied to the
overall performance of the Company as reflected in the price per share of Common
Stock. For his services as the Company's president and chief executive officer,
David D. Smith's compensation has been determined in accordance with the
compensation policies outlined herein. The Committee awarded Mr. Smith a bonus
of $502,520 for the fiscal year ended December 31, 1997. In addition, effective
January 1, 1997, Mr. Smith's base salary was increased from $1,200,000 to
$1,290,000 per year. Mr. Smith's annual salary is subject to a minimum annual
in-

<PAGE>

crease of 7 1/2% on January 1 of each year. Mr. Smith is also entitled to
receive a bonus equal to 2% of the amount by which the Broadcast Cash Flow of
SCI for a calendar year exceeds the Broadcast Cash Flow for the immediately
preceding year.

Compensation Deduction Limit. The Committee has considered the $1 million
limit on deductible executive compensation that is not performance-based. The
Committee believes that substantially all executive compensation expenses paid
in 1997 will be deductible by the Company. The Committee believes, however, that
compensation exceeding this limit should not be ruled out where such
compensation is justified on the basis of the executive's value to the Company
and its shareholders. In any event, there appears to be little evidence that tax
deductibility is having much impact on the market for managerial talent, in
which the Company must remain competitive.

Compensation Committee

Basil A. Thomas
Lawrence E. McCanna

14
<PAGE>

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
NAME AND SECURITIES UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS (A) OPTIONS GRANTED (#) COMPENSATION (B)
- ------------------------------------------ ------ ------------- ----------- ----------------------- -----------------
<S> <C> <C> <C> <C> <C>

David D. Smith
President and Chief Executive Officer ... 1997 $1,354,490 $ 98,224 -- $ 6,306
1996 767,308 317,913 -- 6,748
1995 450,000 343,213 -- 4,592
Frederick G. Smith
Vice President .......................... 1997 273,000 -- -- 5,912
1996 260,000 233,054 -- 6,704
1995 260,000 258,354 -- 20,361
J. Duncan Smith
Secretary ............................... 1997 283,500 -- -- 15,569
1996 270,000 243,485 -- 18,494
1995 270,000 268,354 -- 21,467
Robert E. Smith
Secretary ............................... 1997 259,615 -- -- 5,539
1996 250,000 233,054 -- 6,300
1995 250,000 258,354 -- 4,592
David B. Amy
Chief Financial Officer ................. 1997 189,000 50,000 25,000 10,140
1996 173,582 31,000 -- 7,766
1995 132,310 20,000 7,500 7,868
</TABLE>

- ----------
(a) The bonuses reported in this column represent amounts awarded and paid
during the fiscal years noted but relate to the fiscal year immediately
prior to the year noted.

(b) All other compensation consists of income deemed received for personal use
of Company-leased automobiles, the Company's 401 (k) contribution, life
insurance and long-term disability coverage.

In addition to the foregoing, Mr. Barry Baker has agreed to serve as an
executive officer and director, and Mr. Kerby Confer has agreed to serve as an
executive officer, of the Company as soon as permissible under the rules of the
FCC and applicable laws and have received consulting fees during the year ended
December 31, 1997 of $1,179,856 and $328,568 respectively.

STOCK OPTIONS

No grants of stock options were made during 1997 to the Named Executive
Officers other than the options with respect to 25,000 shares of Class A Common
Stock which were granted to David Amy. The following table shows the number of
stock options exercised during 1997 and the 1997 year-end value of the stock
options held by the Named Executive Officers:

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS "IN-THE-MONEY" OPTIONS
AT DECEMBER 31, 1997 AT DECEMBER 31, 1997(A)
SHARES ACQUIRED VALUE ----------------------------- ----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- ----------------- --------- ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
David D. Smith ............. -- $-- -- -- $ -- $ --
Frederick G. Smith ......... -- -- -- -- -- --
J. Duncan Smith ............ -- -- -- -- -- --
Robert E. Smith ............ -- -- -- -- -- --
David B. Amy ............... -- -- 11,500 21,000 226,363 212,613
</TABLE>

- ----------
(a) An "In-the-Money" option is an option for which the option price of the
underlying stock is less than the market price at December 31, 1997, and all
of the value shown reflects stock price appreciation since the granting of
the option.

DIRECTOR COMPENSATION

<PAGE>

EMPLOYMENT AGREEMENTS

The Company has entered into an employment agreement with David D. Smith,
President and Chief Executive Officer of the Company. David Smith's employment
agreement has an initial term of three years and is renewable for additional
one-year terms, unless either party gives notice of termination not less than 60
days prior to the expiration of the then current term. As of January 1, 1998,
Mr. Smith receives a base salary of approximately $1,386,750, subject to annual
increase of 7 1/2% on January 1 of each year. Mr. Smith is also entitled to
participate in the Company's Executive Bonus Plan based upon the performance of
the Company during the year. The employment agreement provides that the Company
may terminate Mr. Smith's employment prior to expiration of the agreement's term
as a result of (i) a breach by Mr. Smith of any material covenant, promise or
agreement contained in the employment agreement; (ii) a dissolution or winding
up of the Company; (iii) the disability of Mr. Smith for more than 210 days in
any twelve month period (as determined under the employment agreement or (iv)
for cause, which includes conviction of certain crimes, breach of a fiduciary
duty to the Company or the stockholders, or repeated failure to exercise or
undertake his duties as an officer of the Company (each, a "Termination Event").

In June 1995, the Company entered into an employment agreement with
Frederick G. Smith, Vice President of the Company. Frederick Smith's employment
agreement has an initial term of three years and is renewable for additional
one-year terms, unless either party gives notice of termination not less than 60
days prior to the expiration of the then current term. Under the agreement, Mr.
Smith receives a base salary of $260,000 and is also entitled to participate in
the Company's Executive Bonus Plan based upon the performance of the Company and
Mr. Smith during the year. The employment agreement provides that the Company
may terminate Mr. Smith's employment prior to expiration of the agreement's term
as a result of a Termination Event.

In June 1995, the Company entered into an employment agreement with J.
Duncan Smith, Vice President and Secretary of the Company. J. Duncan Smith's
employment agreement has an initial term of three years and is renewable for
additional one-year terms, unless either party gives notice of termination not
less than 60 days prior to the expiration of the then current term. Under the
agreement, Mr. Smith receives a base salary of $270,000 and is also entitled to
participate in the Company's Executive Bonus Plan based upon the performance of
the Company and Mr. Smith during the year. The employment agreement provides
that the Company may terminate Mr. Smith's employment prior to expiration of the
agreement's term as a result of a Termination Event.

In June 1995, the Company entered into an employment agreement with Robert
E. Smith, Vice President and Treasurer of the Company. Robert E. Smith's
employment agreement has an initial term of three years and is renewable for
additional one-year terms, unless either party gives notice of termination not
less than 60 days prior to the expiration of the then current term. Under the
agreement, Mr. Smith receives a base salary of $250,000 and is also entitled to
participate in the Company's Executive Bonus Plan based upon the performance of
the Company and Mr. Smith during the year. The employment agreement provides
that the Company may terminate Mr. Smith's employment prior to expiration of the
agreement's term as a result of a Termination Event.

In connection with the River City Acquisition, the Company entered into an
employment agreement (the "Baker Employment Agreement") with Barry Baker
pursuant to which Mr. Baker will become President and Chief Executive Officer of
SCI and Executive Vice President of the Company at such time as Mr. Baker is
able to hold those positions consistent with applicable FCC regulations. Until
such time as Mr. Baker is able to become an officer of the Company, he serves as
a consultant to the Company pursuant to a consulting agreement and receives
compensation that he would be entitled to as an officer under the Baker
Employment Agreement. While Mr. Baker acts as consultant to the Company he will
not direct employees of Sinclair in the operation of its television stations and
will not perform services relating to any shareholder, bank financing or
regulatory compliance matters with respect to the Company. In addition, Mr.
Baker will remain the Chief Executive Officer of River City and will devote a
substantial amount of his business time and energies to those services. As of
January 1, 1998, Mr. Baker receives a base salary of approximately $1,155,625
per year, subject to annual increases

<PAGE>
of 7 1/2% on January 1 each year. Mr. Baker is also entitled to receive a bonus
equal to 2% of the amount by which the Broadcast Cash Flow (as defined in the
Baker Employment Agreement) of SCI for a year exceeds the Broadcast Cash Flow
for the immediately preceding year. Mr. Baker has received options to acquire
1,382,435 shares of the Class A Common Stock (or 3.33% of the common equity of
Sinclair determined on a fully diluted basis as of the date of the River City
Acquisition). The option became exercisable with respect to 50% of the shares
upon closing of the River City Acquisition, and became exercisable with respect
to an additional 25% of the shares on the first anniversary of the closing of
the River City Acquisition, and will become exercisable with respect to the
remaining 25% on the second anniversary of the closing of the River City
Acquisition. The exercise price of the option is approximately $30.11 per share.
The term of the Baker Employment Agreement extends until May 31, 2001, and is
automatically extended to the third anniversary of any Change of Control (as
defined in the Baker Employment Agreement). If the Baker Employment Agreement is
terminated as a result of a Series B Trigger Event (as defined below), then Mr.
Baker shall be entitled to a termination payment equal to the amount that would
have been paid in base salary for the remainder of the term of the agreement
plus bonuses that would be paid for such period based on the average bonus paid
to Mr. Baker for the previous three years, and all options shall vest
immediately upon such termination. In addition, upon such a termination, Mr.
Baker shall have the option to purchase from the Company for the fair market
value thereof either (i) all broadcast operations of Sinclair in the St. Louis,
Missouri DMA or (at the option of Mr. Baker) the Asheville, North
Carolina/Greenville/Spartanburg, South Carolina DMA or (ii) all of the Company's
radio broadcast operations. Mr. Baker shall also have the right following such a
termination to receive quarterly payments (which may be paid either in cash or,
at the Company's option, in additional shares of Class A Common Stock) equal to
5.00% of the fair market value (on the date of each payment) of all stock
options and common stock issued pursuant to the exercise of such stock options
or pursuant to payments of this obligation in shares of Class A Common Stock and
held by him at the time of such payment (except that the first such payment
shall be 3.75% of such value). The fair market value of unexercised options for
such purpose shall be equal to the market price of underlying shares less the
exercise price of the options. Following termination of Mr. Baker's employment
agreement, the Company shall have the option to purchase the options and shares
from Mr. Baker at their market value. A "Series B Trigger Event" means the
termination of Barry Baker's employment with the Company prior to the expiration
of the initial five-year term of the Baker Employment Agreement (i) by the
Company for any reason other than "for cause" (as defined in the Baker
Employment Agreement) or (ii) by Barry Baker under certain circumstances,
including (a) on 60 days' prior written notice given at any time within 180 days
following a Change of Control; (b) if Mr. Baker is not elected (and continued)
as a director of Sinclair or SCI, as President and Chief Executive Officer of
SCI or as Executive Vice President of Sinclair, or Mr. Baker shall be removed
from any such board or office; (c) upon a material breach by Sinclair or SCI of
the Baker Employment Agreement which is not cured; (d) if there shall be a
material diminution in Mr. Baker's authority or responsibility, or certain of
his economic benefits are materially reduced, or Mr. Baker shall be required to
work outside Baltimore; or (e) the effective date of his employment as
contemplated by clause (b) shall not have occurred by August 31, 1997. Mr. Baker
cannot be appointed to such positions with the Company or SCI until the Company
or SCI takes certain actions with respect to WTTV and WTTK in Indianapolis and
WTTE or WSYX in Columbus. The Company has not taken these actions as of the date
of this Proxy Statement and, accordingly, Mr. Baker is able to terminate the
Baker Employment Agreement at any time.

COMPARATIVE STOCK PERFORMANCE

The following line graph compares the yearly percentage change in the
cumulative total stockholder return on the Company's Class A Common Stock with
the cumulative total return of the Nasdaq Stock Market Index and the cumulative
total return of the Nasdaq Telecommunications Stock Market Index (an index
containing performance data of radio, telephone, telegraph, television, and
cable television companies) from June 7, 1995, the effective date of the
Company's initial public offering, through December 31, 1997. The performance
graph assumes that an investment of $100 was made in the Class A Common Stock
and in each Index on June 7, 1995, and that all dividends were reinvested. Total
stockholder return is measured by dividing total dividends (assuming dividend
reinvestment) plus share price change for a period by the share price at the
beginning of the measurement period.

<PAGE>

[GRAPHIC TO COME]

7 JUN 95 29 DEC 95 31 DEC 96 31 DEC 97
<S> <C> <C> <C> <C>
Nasdaq Stock Market Index ............... 100 120.28 146.96 181.64
Nasdaq Telecommunications Index ......... 100 124.09 126.85 187.50
Sinclair ................................ 100 71.5 107.77 193.26

</TABLE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Other than as follows, no Named Executive Officer is a director of a
corporation that has a director or executive officer who is also a director of
the Company. Each of David D. Smith, Frederick G. Smith, J. Duncan Smith and
Robert E. Smith (the "Controlling Stockholders") (all of whom are directors of
the Company and Named Executive Officers) is a director and/or executive officer
of each of various other corporations controlled by the Controlling
Stockholders.

During 1997, none of the Named Executive Officers participated in any
deliberations of the Company's Board of Directors or the Compensation Committee
relating to compensation of the Named Executive Officers.

The members of the Compensation Committee are Messrs. Thomas and McCanna.
Mr. Thomas is of counsel to the law firm of Thomas & Libowitz, and is the father
of Steven A. Thomas, a senior attorney and founder of Thomas & Libowitz, P.A.
During 1997, the Company paid Thomas & Libowitz, P.A., approximately $919,058 in
fees and expenses for legal services.

<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since December 31, 1996, the Company has engaged in the following
transactions with persons who are, or are members of the immediate family of,
directors, persons expected to become a director, officers or beneficial owners
of 5% or more of the issued and outstanding Common Stock, or with entities in
which such persons or certain of their relatives have interests.

WPTT NOTE

In connection with the sale of WPTT in Pittsburgh by the Company to WPTT,
Inc., WPTT, Inc., issued to the Company a 15-year senior secured term note of
$6.0 million (the "WPTT Note"). The Company subsequently sold the WPTT Note to
the late Julian S. Smith and Carolyn C. Smith, the parents of the Controlling
Stockholders and both former stockholders of the Company, in exchange for the
payment of $50,000 and the issuance of a $6.6 million note, which bears interest
at 7.21% per annum and requires payments of interest only through September
2001. Monthly principal payments of $109,317 plus interest are payable with
respect to this note commencing in November 2001 and ending in September 2006,
at which time the remaining principal balance plus accrued interest, if any, is
due. During the year ended December 31, 1997, the Company received $439,000 in
interest payments on this note. At December 31, 1997, the balance on this note
was $6.6 million.

WIIB NOTE

In September 1990, the Company sold all the stock of Channel 63, Inc., the
owner of WIIB in Bloomington, Indiana, to the Controlling Stockholders for $1.5
million. The purchase price was delivered in the form of a note issued to the
Company which was refinanced in June 1992 (the "WIIB Note"). The WIIB Note bears
interest at 6.88% per annum, is payable in monthly principal and interest
payments of $16,000 until September 30, 2000, at which time a final payment of
approximately $431,000 is due. Principal and interest paid in 1997 on the WIIB
Note was $211,000. As of December 31, 1997, $842,000 in principal amount of the
WIIB Note remained outstanding.

BAY CREDIT FACILITY

In connection with the capitalization of Bay Television, Inc., the Company
agreed on May 17, 1990 to loan the Controlling Stockholders up to $3.0 million
(the "Bay Credit Facility"). Each of the loans to the Controlling Stockholders
pursuant to the Bay Credit Facility is evidenced by an amended and restated
secured note totaling $2.6 million due December 31, 1999 accruing interest at a
fixed rate equal to 6.88%. Principal and interest are payable over six years
commencing on March 31, 1994, and are required to be repaid quarterly and
$530,000 was paid in 1997. $660,000 is payable in 1998 and $718,000 is payable
in 1999. As of December 31, 1997, approximately $1.3 million in principal amount
was outstanding under this note.

AFFILIATED LEASES

From 1987 to 1992, the Company entered into five lease transactions with
CCI, a corporation wholly owned by the Controlling Stockholders, to lease
certain facilities from CCI. Four of these leases are 10-year leases for rental
space on broadcast towers, two of which are capital leases having renewable
terms of 10 years. The other lease is a month-to-month lease for a portion of
studio and office space at which certain satellite dishes are located. Aggregate
annual rental payments related to these leases were $641,000 in 1997. The
aggregate annual rental payments related to these leases are scheduled to be
$679,000 in 1998 and $700,000 in 1999.

In January 1991, CTI entered into a 10-year capital lease with KIG, a
corporation wholly owned by the Controlling Stockholders, pursuant to which CTI
leases both an administrative facility and studios for station WBFF and the
Company's present corporate offices. Additionally, in June 1991, CTI entered
into a one-year renewable lease with KIG pursuant to which CTI leases parking
facilities at the administrative facility. Payments under these leases with KIG
were $481,000 in 1997. The aggregate annual rental payments related to the
administrative facility are scheduled to be $519,000 in 1998 and $540,000 in
1999. During 1997, the Company chartered airplanes owned by certain companies
controlled by the Controlling Stockholders and incurred expenses of
approximately $736,000 related to these charters.

<PAGE>

TRANSACTIONS WITH GERSTELL

Gerstell LP, an entity wholly owned by the Controlling Stockholders, was
formed in April 1993 to acquire certain personal and real property interests of
the Company in Pennsylvania. In a transaction that was completed in September
1993, Gerstell LP acquired the WPGH office/studio, transmitter and tower site
for an aggregate purchase price of $2.2 million. The purchase price was financed
in part by a $2.1 million note from Gerstell LP bearing interest at 6.18% with
principal payments beginning on November 1, 1994 and a final maturity date of
October 1, 2013. Principal and interest paid in 1997 on the note was $183,000.
At December 31, 1997, $1.9 million in principal amount of the note remained
outstanding. Following the acquisition, Gerstell LP leased the office/studio,
transmitter and tower site to WPGH, Inc. (a subsidiary of the Company) for
$14,875 per month and $25,000 per month, respectively. The leases have terms of
seven years, with four seven-year renewal periods. Aggregate annual rental
payment related to these leases was $561,000 in 1997. The Company believes that
the leases with Gerstell LP are on terms and conditions customary in similar
leases with independent third parties.

STOCK REDEMPTIONS

On September 30, 1990, the Company issued certain notes (the "Founders'
Notes") maturing on May 31, 2005, payable to the late Julian S. Smith and
Carolyn C. Smith, former majority owners of the Company and the parents of the
Controlling Stockholders. The Founders' Notes, which were issued in
consideration for stock redemptions equal to 72.65% of the then outstanding
stock of the Company, have principal amounts of $7.5 million and $6.7 million,
respectively. The Founders' Notes include stated interest rates of 8.75%, which
were payable annually from October 1990 until October 1992, then payable monthly
commencing April 1993 to December 1996, and then semiannually thereafter until
maturity. The effective interest rate approximates 9.4%. The Founders' Notes are
secured by security interests in substantially all of the assets of the Company
and its Subsidiaries, and are personally guaranteed by the Controlling
Stockholders.

Principal and interest payments on the Founders' Note issued to the estate
of Julian S. Smith are payable, in various amounts, each April and October,
beginning October 1991 until October 2004, with a balloon payment due at
maturity in the amount of $5.0 million. Additionally, monthly interest payments
commenced on April 1993 and continued until December 1996. Principal and
interest paid in 1997 on this Founders' Note was $653,000 and at December 31,
1997, $5.8 million in principal amount of this Founders' Note remained
outstanding.

Principal payments on the Founders' Note issued to Carolyn C. Smith are
payable, in various amounts, each April and October, beginning October 1991
until October 2002. Principal and interest paid in 1997 on this Founders' Note
was $1.1 million. At December 31, 1997, $3.7 million in principal amount of this
Founders' Note remained outstanding.

RELATIONSHIP WITH GLENCAIRN

Glencairn is a corporation owned by (i) Edwin L. Edwards, Sr. (3%), (ii)
Carolyn C. Smith, the mother of the Controlling Stockholders (7%), and (iii)
certain trusts established by Carolyn C. Smith for the benefit of her
grandchildren (the "Glencairn Trusts") (90%). The 90% equity interest in
Glencairn owned by the Glencairn Trusts is held through the ownership of
non-voting common stock. The 7% equity interest in Glencairn owned by Carolyn C.
Smith is held through the ownership of common stock that is generally
non-voting, except with respect to certain specified extraordinary corporate
matters as to which this 7% equity interest has the controlling vote. Edwin L.
Edwards, Sr. owns a 3% equity interest in Glencairn through ownership of all of
the issued and outstanding voting stock of Glencairn and is Chairman of the
Board, President and Chief Executive Officer of Glencairn.

There have been, and the Company expects that in the future there will be,
transactions between the Company and Glencairn. Glencairn is the owner-operator
and FCC licensee of WNUV in Baltimore, WVTV in Milwaukee, WRDC in
Raleigh/Durham, WABM in Birmingham, KRRT in San Antonio and WFBC in
Asheville/Greenville/Spartanburg. The Company has entered into LMAs with
Glencairn pursuant to which the Company provides programming to Glencairn for
broadcast on WNUV,

<PAGE>
WVTV, WRDC, WABM, KRRT and WFBC during the hours of 6:00 a.m. to 2:00 a.m. each
day and has the right to sell advertising during this period, all in exchange
for the payment by the Company to Glencairn of a monthly fee totaling $789,000.

In June 1995, the Company acquired options from certain stockholders of
Glencairn (the "Glencairn Options") which grant to the Company the right to
acquire, subject to applicable FCC rules and regulations, stock comprising up to
a 97% equity interest in Glencairn. Of the stock subject to the Glencairn
Options, a 90% equity interest is non-voting and the remaining 7% equity
interest is non-voting, except with respect to certain extraordinary matters as
to which this 7% equity interest has the controlling vote. Each Glencairn Option
was purchased by the Company for $1,000 ($5,000 in the aggregate) and is
exercisable only upon the Company's payment of an option exercise price
generally equal to the optionor's proportionate share of the aggregate
acquisition cost of all stations owned by Glencairn on the date of exercise
(plus interest at a rate of 10% from the respective acquisition date). The
Company estimates that the aggregate option exercise price for the Glencairn
Options, if currently exercised, would be approximately $14.8 million.

In addition, the Company has agreed to sell to Glencairn for $2,000,000 the
License Assets of WTTE in Columbus, Ohio, which the Company currently owns. In
addition, the Company has an option to acquire from River City the assets of
WSYX, which is in the same market as WTTE. Upon the Company's assignment of the
License Assets of WTTE to Glencairn (which the Company does not expect to occur
unless the Company acquires WSYX), the Company intends to enter into an LMA with
Glencairn relating to WTTE pursuant to which the Company will supply programming
to Glencairn, obtain the right to sell advertising during the periods covered by
the supplied programming and make payments to Glencairn in amounts to be
negotiated.

In connection with the Company's agreement in February, 1998 to acquire all
of the capital stock of Sullivan Broadcast Holdings, Inc. and Sullivan
Broadcasting Company II, Inc., Glencairn has entered into a plan of merger with
Sullivan Broadcast Company, III, Inc. ("Sullivan III") which, if completed,
would result in Glencairn's ownership of all the issued and outstanding capital
stock of Sullivan III. After the merger, the Company intends to enter into an
LMA with Glencairn and continue to provide programming services to the five
stations the License Assets of which are acquired by Glencairn in the merger.

RIVER CITY TRANSACTIONS

Roy F. Coppedge, who (prior to the consummation of the offering described
in the next paragraph) has a right to become a director of the Company upon
satisfaction of certain conditions, and Barry Baker, who has a right to become a
director and executive officer of the Company as soon as permissible under the
rules of the FCC and applicable laws, each have a direct or indirect equity
interest in River City Partners, L.P. Therefore, Messrs. Coppedge and Baker have
an interest in the River City Acquisition. During 1997, the Company made LMA
payments of $896,000 to River City. In September 1996, the Company entered into
a five-year agreement with River City pursuant to which River City will provide
to the Company certain production services. Pursuant to this agreement, River
City will provide certain services to the Company in return for an annual fee of
$416,000, subject to certain adjustments on each anniversary date.

In connection with the River City Acquisition, the Company agreed to
increase the size of the Board of Directors from seven members to nine to
accommodate the prospective appointment of each of Barry Baker and Roy F.
Coppedge, III or such other designee as Boston Ventures may select. Mr. Baker
currently serves as a consultant to the Company. The Company's obligation to
appoint Mr. Coppedge or another designee of Boston Ventures will end as a result
of the sale of shares by Boston Ventures in a pending offering of shares of
Class A Common Stock by the Company and certain shareholders, including Boston
Ventures, pursuant to a preliminary prospectus filed with the SEC on March 17,
1998.

KEYMARKET OF SOUTH CAROLINA

Kerby Confer, who is expected to become an executive officer of the Company
as soon as permissible under the rules of the FCC and applicable laws, is the
owner of 100% of the common stock of Keymarket of South Carolina, Inc. ("KSC").
The Company has exercised its option to acquire all of the

<PAGE>
assets of KSC for forgiveness of debt in an aggregate principal amount of
approximately $7.4 million, plus payment of approximately $1.0 million, less
certain adjustments. The Company also purchased two properties from Mr. Confer
for an aggregate purchase price of approximately $1.75 million.

BEAVER DAM LIMITED LIABILITY COMPANY

In May 1996, the Company, along with the Controlling Stockholders, formed
Beaver Dam Limited Liability Company ("BDLLC"), of which the Company owns a 45%
interest. BDLLC was formed for the purpose of constructing and owning a building
which may become the site for the Company's corporate headquarters. The Company
made capital contributions to BDLLC in 1996 of approximately $380,000. During
1997, the Partnership made a liquidating distribution to the Company of
approximately $380,000 and the Company no longer owns an interest in BDLLC.

HERITAGE AUTOMOTIVE GROUP

In January 1997, David D. Smith, the Company's President and Chief
Executive Officer and one of the Controlling Shareholders, made a substantial
investment in, and became a member of the board of directors of, Summa Holdings,
Ltd. which, through wholly owned subsidiaries, owns the Heritage Automotive
Group ("Heritage") and Allstate Leasing ("Allstate"). Mr. Smith is not an
officer, nor does he actively participate in the management, of Summa Holdings,
Ltd., Heritage, or Allstate. Heritage owns and operates new and used car
dealerships in the Baltimore metropolitan area. Allstate owns and operates an
automobile and equipment leasing business with offices in the Baltimore,
Richmond, Houston, and Atlanta metropolitan areas. The Company sells Heritage
and Allstate advertising time on WBFF and WNUV, the television stations operated
by the Company serving the Baltimore DMA. The Company believes that the terms of
the transactions between the Company and Heritage and the Company and Allstate
are and will be comparable to those prevailing in similar transactions with or
involving unaffiliated parties. Payments from Heritage and Allstate to Sinclair
for the year 1997 were approximately $263,200.

CERTAIN BUSINESS RELATIONSHIPS

During 1997, Thomas & Libowitz, P.A., counsel to the Company, billed the
Company approximately $919,058 in fees and expenses for legal services. Basil A.
Thomas, a director of the Company, is of counsel to Thomas & Libowitz, P.A., and
is the father of Steven A. Thomas, a senior attorney and founder of Thomas &
Libowitz, P.A.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors does not
know of any other matters to be presented for action by the stockholders at the
Annual Meeting. However, if any other matters not now known are properly brought
before the Annual Meeting, the proxy holders will vote upon the same according
to their discretion and best judgment.

STOCKHOLDER PROPOSALS

Any proposal intended to be presented by any stockholder for action at the
1997 Annual Meeting of Stockholders of Sinclair must be received by the
Secretary of Sinclair at 2000 West 41st Street, Baltimore, Maryland 21211 not
later than December 9, 1998 in order for the proposal to be considered for
inclusion in Sinclair's proxy statement and proxy relating to the 1999 Annual
Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

J. Duncan Smith, Secretary

Baltimore, Maryland
April , 1998

<PAGE>
EXHIBIT A

PROPOSED AMENDMENTS TO THE CHARTER

SINCLAIR BROADCAST GROUP, INC.

1. The charter of the Corporation is hereby amended by striking out the
Third Article thereof and inserting in lieu thereof the following:

THIRD: Capital Structure. The total number of shares of all classes of stock
which the Corporation has authority to issue is six hundred and ninety
million (690,000,000) shares, having an aggregate par value of six million
nine hundred thousand dollars ($6,900,000), consisting of five hundred
million (500,000,000) shares of Class A Common Stock with a par value of one
cent ($.01) per share (the "Class A Common Stock"), one hundred and forty
million (140,000,000) shares of Class B Common Stock with a par value of one
cent ($.01) per share (the "Class B Common Stock"), and fifty million
(50,000,000) shares of Preferred Stock with a par value of one cent ($.01)
per share (the "Preferred Stock"). Class A Common Stock and Class B Common
Stock are hereinafter collectively referred to as "Common Shares."

2. The charter of the Corporaton is hereby amended by striking out the
first sentence of subsection (a) of the Tenth Article thereof and inserting in
lieu thereof the following:

(a) The number of directors of the Corporation which shall constitute the
whole Board shall be not less than three (3) nor more than thirteen
(13) directors.

A-1

<PAGE>

EXHIBIT B

AMENDMENT

1996 LONG-TERM INCENTIVE PLAN

SINCLAIR BROADCAST GROUP, INC.

Certain sections of the 1996 Long-Term Incentive Plan of Sinclair Broadcast
Group, Inc. (the "Plan") are hereby amended effective as of February 1, 1998
(subject to stockholder approval).

New language in the Plan is shown double underlined, deleted language is
shown in strikeout, and language that is unchanged is indicated by plain text or
an ellipsis (. . . ); provided, however, that the deleted language, double
underlining, and ellipses are for convenience only and are not part of the Plan
as amended:

Section 4, as amended reads:

4. Common Stock Available for Awards. Subject to the provisions of Section
13 hereof, there shall be available for Awards under this Plan granted wholly or
partly in Common Stock (including rights or options which may be exercised for
or settled in Common Stock) an aggregate of 2,073,673 shares of Common Stock (as
initially authorized) and an additional 4,926,327 shares of Common Stock (as
authorized in 1998) . . . .

B-1

SINCLAIR BROADCAST GROUP, INC.
PROXY FOR ANNUAL MEETING OF MAY 11, 1998

1. Election of six directors for a term expiring in 1999 as set forth in the
Proxy Statement

Nominees: David D. Smith, Frederick G. Smith, J. Duncan Smith, Robert E.
Smith, Basil A. Thomas, Lawrence E. McCanna
For: [ ] Withheld: [ ] For all except: [ ]

IDENTIFY NOMINEES EXCEPTED:
- ------------------------------------------------------------
- ------------------------------------------------------------

2. Approval of the Charter Amendment to increase authorized Class A Common
Stock to 500,000,000 shares as set forth in the Proxy Statement
For: [ ] Against: [ ] Abstain: [ ]

3. Approval of Charter Amendment to increase the authorized Class B Common
Stock to 140,000,000 shares, as set forth in the Proxy Statement.
For: [ ] Against: [ ] Abstain: [ ]

4. Approval of the Charter Amendment to increase the authorized Preferred Stock
to 50,000,000 shares, as set forth in the Proxy Statement
For: [ ] Against: [ ] Abstain: [ ]

5. Approval of the Charter Amendment to increase the maximum number of
directors to 13.
For: [ ] Against: [ ] Abstain: [ ]

6. Approval for the LTIP Amendments as set forth in the Proxy Statement
For: [ ] Against: [ ] Abstain: [ ]

7. Ratification of the Appointment of Independent Auditors
For: [ ] Against: [ ] Abstain: [ ]

Please mark, sign and date, and return the proxy card promptly using the
enclosed envelope.

Dated: ---------------------------------------------------------------------

Signature(s): -------------------------------------------------------------

- ------------------------------------------------------------------------------
Please sign exactly as name appears to the left. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

IDENTIFY NOMINEES EXCEPTED:

- ------------------------------------------------------------
- ------------------------------------------------------------

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3, 4, 5, 6 AND 7.

PROXY
SINCLAIR BROADCAST GROUP, INC.

This proxy is solicited on behalf of the Board of Directors.

The undersigned hereby appoints David D. Smith and Frederick G. Smith, or
either of them, as attorneys-in-fact, with full power of substitution, to vote
in the manner indicated on the reverse side, and with discretionary authority as
to any other matters that may properly come before the meeting, all shares of
common stock of Sinclair Broadcast Group, Inc. which the undersigned is entitled
to vote at the annual meeting of stockholders of Sinclair Broadcast Group, Inc.
to be held on May 11, 1998 at the Sheraton Baltimore North, 903 Dulaney Valley
Road, Towson, MD 21204 at 10:00 a.m. or any adjournment thereof.

NOT VALID UNLESS DATED AND SIGNED ON THE REVERSE SIDE

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted FOR the nominees for directors and FOR each of the other proposals.