UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Sinclair Broadcast Group, Inc.
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(Name of Issuer)
Class A Common Stock, $.01 par value
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(Title of Class of Securities)
829226 10 9
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(CUSIP Number)
J. Duncan Smith, Sinclair Broadcast Group, Inc.
2000 W. 41st Street, Baltimore, Maryland 21211, (410) 467-5005
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 2, 1997
--------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 829226 10 9 Page 2 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DAVID D. SMITH
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 12,998,529
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 12,998,529
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,998,529
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES (SEE INSTRUCTIONS)
|X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
SCHEDULE 13D
CUSIP No. 829226 10 9 Page 3 of 10 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FREDERICK G. SMITH
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 11,356,171
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 11,356,171
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,356,171
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES (SEE INSTRUCTIONS)
|X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
SCHEDULE 13D
CUSIP No. 829226 10 9 Page 4 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
J. DUNCAN SMITH
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 12,768,321
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 12,768,321
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,768,321
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES (SEE INSTRUCTIONS)
|X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
SCHEDULE 13D
CUSIP No. 829226 10 9 Page 5 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ROBERT E. SMITH
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 10,751,674
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 10,751,674
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,751,674
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES (SEE INSTRUCTIONS)
|X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
This Amendment No. 1 is filed to report changes in the
composition of the Group identified in the original filing and to report changes
in the beneficial ownership of shares by certain members of the Group. All
capitalized terms used without definition have the meaning given them in the
original filing.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed on behalf of David D. Smith,
Frederick G. Smith, J. Duncan Smith and Robert E. Smith (the "Smiths"), who are
members of a group (the "Group"). The Group formerly included Barry Baker,
Boston Ventures Limited Partnership IV and Boston Ventures Limited Partnership
IVA (together, "Boston Ventures"), but as a result of the termination of
obligations under the Voting Agreement, these persons are no longer members of
the Group.
(b) No change.
(c) Robert E. Smith is a director of the Company. The
principal occupation of the other Smiths has not changed.
(d)-(e) None of the Smiths has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) No change.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons entered into the Voting Agreement
described in the original filing, pursuant to which they had agreed to vote on
certain specified matters. As a result of the disposition by Boston Ventures of
its shares of Class A Common Stock and the subsequent termination of the
obligations under the Voting Agreement on March 8, 1999, pursuant to its terms,
the Voting Agreement is no longer in effect. Messrs. David, Frederick, Duncan
and Robert Smith remain subject to the Stockholders Agreement pursuant to which
they remain obligated to vote for one another as directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) The following table sets forth the aggregate
number and percentage of shares of Class A Common Stock and Class B Common Stock
beneficially owned by each remaining member of the Group as of May 30, 1999.
Holders of Class B Common Stock may
<PAGE>
exchange their shares of Class B Common Stock into Class A Common Stock at any
time and therefore each share of Class B Common Stock represents beneficial
ownership on one share of Class A Common Stock. Except as noted, each person has
sole power to vote or direct the vote and to dispose or direct the disposition
of all of the shares set forth below, except that all of the shares are subject
to the Stockholders Agreement, and no other person is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities. Each of the Smiths disclaims beneficial
ownership of the shares beneficially owned by other members of the Group.
<TABLE>
<CAPTION>
Shares of Class B Common
Stock
Beneficially Owned
---------------------------------------
Percent Total Voting Total Voting
Name Number of Class Power (a) Power (b)
---- ------ -------- --------- ---------
<S> <C> <C> <C> <C>
David D. Smith (c) 12,998,528.6372 26.8% 24.3% 3.1%
Frederick G. Smith (d) 11,356,171 23.4% 21.3% 2.6%
J. Duncan Smith (e) 12,768,321 26.3% 23.9% 3.0%
Robert E. Smith (f) 10,751,674 22.1% 20.1% 2.5%
Reporting Persons
as a group
(4 persons) (g) 98.5% 89.7% 49.5%(h)
</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. Holders of both classes of Common Stock will vote
together as a single class on all matters presented for a vote, except
as otherwise may be required by Maryland law, and holders of Class B
Common Stock may exchange their shares of Class B Common Stock into
Class A Common Stock at any time. This column sets forth the voting
power each reporting person has on the matters on which shares of
Class B Common Stock have ten votes per share, and the voting power
the reporting persons as a group have on such matters.
(b) This column sets forth the voting power each reporting person would
have on matters on which the shares of Class B Common Stock have ten
votes per share if he converted his shares of Class B Common Stock to
Class A Common Stock and the other reporting persons did not. This
column also shows the voting power the reporting persons as a group
would have if they all converted their shares of Class B Common Stock
into shares of Class A Common Stock.
<PAGE>
(c) If David Smith exchanged all his Class B Common Stock for Class A
Common Stock, and none of the other Smiths exchanged their shares, he
would beneficially own 21.3% of the issued and outstanding Class A
Common Stock.
(d) Includes 766,176 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. If Frederick Smith exchanged all his Class B
Common Stock for Class A Common Stock, and none of the other Smiths
exchanged their shares, he would beneficially own 19.1% of the issued
and outstanding Class A Common Stock.
(e) Includes 860,390 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. If Duncan Smith exchanged all his Class B Common Stock for
Class A Common Stock, and none of the other Smiths exchanged their
shares, he would beneficially own 21.0% of the issued and outstanding
Class A Common Stock. The amount reported excludes 12,760 shares of
Class A Common Stock held by members of Duncan Smith's household as to
which Mr. Smith denies he has beneficial ownership.
(f) Includes 1,465,710 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. If Robert Smith exchanged all his Class B
Common Stock for Class A Common Stock, and none of the other Smiths
exchanged their shares, he would beneficially own 18.3% of the issued
and outstanding Class A Common Stock. The amount reported excludes
6,000 shares of Class A Common Stock held by members of Robert Smith's
household as to which Mr. Smith denies he has beneficial ownership.
(g) Includes all shares identified above.
(h) This percentage assumes that 662,350.36 shares of Class B Common Stock
held by a former spouse of David D. Smith are also converted to Class
A Common Stock.
(c) The tables in Exhibit 1 set forth information regarding transactions in
shares by the Smiths since the initial filing.
(d) Not applicable.
(e) Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true and correct.
June 11, 1999
/s/ David D. Smith
-------------------------------------
David D. Smith
/s/ Frederick G. Smith
-------------------------------------
Frederick G. Smith
/s/ J. Duncan Smith
-------------------------------------
J. Duncan Smith
/s/ Robert E. Smith
-------------------------------------
Robert E. Smith
<PAGE>
<TABLE>
<CAPTION>
NUMBER PRICE
DATE TYPE OF TRANSACTION OF SHARES PER SHARE
---- ------------------- --------- ---------
<S> <C> <C> <C>
TRANSACTIONS BY DAVID SMITH
8/2/97 Transfer of Class B Common Stock in divorce settlement 608,458 (1) NA
9/23/97 Sale of Class B Common Stock in underwritten offering (2) 325,000 (1) $34.95
8/2/98 Receipt of Class B Common Stock in divorce settlement 491,380 NA
11/6/98 Gift of Class B Common Stock (2) 36,036 NA
12/23/98 Gift of Class B Common Stock (2) 62,500 NA
1/25/99 Gift of Class B Common Stock (2) 27,397 NA
TRANSACTIONS BY FREDERICK SMITH (3)
7/5/96 TO 12/31/96 Sales of Class B Common Stock (2) 199,050 (1) $35.03
6/10/97 to 8/11/97 Sales of Class B Common Stock (2) 138,000 (1) $26.71
9/23/97 Sale of Class B Common Stock in underwritten offering (2) 325,000 (1) $34.95
9/30/97 Sale of Class B Common Stock in underwritten offering (2) 225,000 (1) $34.95
10/29/97 to 12/23/97 Sales of Class B Common Stock (2) 263,500 (1) $40.28
12/23/97 Gift of Class B Common Stock (2) 10,400 (1) NA
12/29/97 Gift of Class B Common Stock (2) 11,749 (1) NA
2/27/98 to 3/13/98 Sales of Class B Common Stock (2) 82,000 (1) $56.17
7/31/98 to 8/4/98 Sales of Class B Common Stock (2) 142,000 $25.72
12/22/98 Gift of Class B Common Stock (2) 183,419 NA
TRANSACTIONS BY DUNCAN SMITH
9/18/96 to 10/17/96 Sales of Class B Common Stock (2) 70,000 (1) $42.82
6/26/97 to 7/21/97 Sales of Class B Common Stock (2) 30,000 (1) $33.08
9/23/97 Sale of Class B Common Stock in underwritten offering (2) 325,000 (1) $34.95
10/8/97 Sale of Class B Common Stock (2) 10,500 (1) $38.69
12/18/97 Gift of Class B Common Stock (2) 13,500 (1) NA
1/16/98 to 3/9/98 Sales of Class B Common Stock (2) 101,000 (1) $53.17
8/3/98 to 12/15/98 Sales of Class B Common Stock (2) 75,667 $25.50
12/28/98 Gift of Class B Common Stock (2) 125,000 NA
1/11/99 Sale of Class B Common Stock (2) 21,000 $19.31
5/19/99 Sale of Class B Common Stock (2) 5,100 $14.25
5/19/99 Sale of Class B Common Stock (2) 39,700 $14.19
5/20/99 Sale of Class B Common Stock (2) 5,200 $14.25
TRANSACTIONS BY ROBERT SMITH (4)
7/5/96 to 12/31/96 Sales of Class B Common Stock (2) 302,430 (1) $30.85
6/11/97 to 8/6/97 Sales of Class B Common Stock (2) 172,000 (1) $28.48
9/23/97 Sale of Class B Common Stock in underwritten offering (2) 325,000 (1) $34.95
9/30/97 Sale of Class B Common Stock in underwritten offering (2) 225,000 (1) $34.95
10/29/97 Sale of Class B Common Stock (2) 138,000 (1) $36.25
12/23/97 Gift of Class B Common Stock (2) 127,000 (1) NA
3/9/98 to 3/10/98 Sales of Class B Common Stock (2) 50,000 (1) $56.01
8/3/98 to 12/11/98 Sales of Class B Common Stock (2) 146,000 $24.24
12/30/98 Gift of Class B Common Stock (2) 137,314 NA
1/4/99 to 1/9/99 Sales of Class B Common Stock (2) 362,300 $18.35
</TABLE>
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(1) Transaction occurred prior to 2 for 1 stock split on May 28, 1998.
(2) Class B shares that were sold or transferred became Class A shares.
(3) In addition to the transactions shown here, the number of shares owned has
been reduced by 3,000 to adjust the number previously reported.
(4) In addition to the transactions shown here, the number of shares owned has
been increased by 160 to adjust the number previously reported.
