UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[x] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 1999.
or
[ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange
Act of 1934 for the transition period from __________ to __________.
Commission file number 000-26076
SINCLAIR BROADCAST GROUP, INC. 401(K) PROFIT SHARING PLAN AND TRUST
(Full title of Plan)
SINCLAIR BROADCAST GROUP, INC.
10706 BEAVER DAM ROAD
COCKEYSVILLE, MD 21030
(Name of issuer of the securities held pursuant to the Plan
and address of its principal executive office)
<PAGE>
SINCLAIR BROADCAST GROUP, INC.
401(K) PROFIT SHARING PLAN AND TRUST
AS OF DECEMBER 31, 1999 AND 1998
INDEX
PAGE
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
As of December 31, 1999 and 1998 2
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the Years Ended December 31, 1999 and 1998 3
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
December 31, 1999 and 1998 4
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1999 7
<PAGE>
SINCLAIR BROADCAST GROUP, INC.
401(K) PROFIT SHARING PLAN AND TRUST
----------------------------------------
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999 AND 1998
TOGETHER WITH REPORT OF
INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustees of Sinclair Broadcast Group, Inc.
401(k) Profit Sharing Plan and Trust:
We have audited the accompanying statements of net assets available for plan
benefits of the Sinclair Broadcast Group, Inc. 401(k) Profit Sharing Plan and
Trust (the Plan) as of December 31, 1999 and 1998, and the related statement of
changes in net assets available for plan benefits for the years then ended.
These financial statements and the schedules referred to below are the
responsibility of the Plan's trustee. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1999 and 1998, and the changes in its net assets available for
plan benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for purposes of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule has been subjected to the auditing procedures
applied in our audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/S/ ARTHUR ANDERSEN LLP
Baltimore, Maryland
June 23, 2000
<PAGE>
SINCLAIR BROADCAST GROUP, INC.
401(K) PROFIT SHARING PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
ASSETS:
Investments, at market value (participant
directed)
Legg Mason High Yield Portfolio $ 2,807,209 $ 2,389,838
Legg Mason Investment Grade Income Fund 1,963,193 1,745,807
Legg Mason Special Investment Trust 10,698,382 7,037,556
Legg Mason Total Return Trust 4,555,526 4,611,382
Legg Mason U.S. Government Portfolio 1,077,064 1,179,605
Legg Mason U.S. Government Money Market Portfolio 2,210,893 1,184,282
Legg Mason Value Trust 16,043,951 8,706,010
Putnam International Growth Fund 7,367,602 3,964,310
Putnam New Opportunities Fund 12,348,666 6,014,510
----------- ----------
59,072,486 36,833,300
Sinclair Broadcast Group, Inc. common stock, at
market 1,278,047 583,745
Cash equivalents 67,427 2,909
Loans to participants 1,776,072 1,342,641
Receivables-
Employee contributions 207,902 461,558
Employer matching contributions 1,437,635 1,382,723
----------- -----------
Net assets available for plan benefits $63,839,569 $40,606,876
=========== ===========
</TABLE>
The accompanying notes and schedules are an integral part of these statements.
<PAGE>
SINCLAIR BROADCAST GROUP, INC.
401(K) PROFIT SHARING PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
----------- ------------
<S> <C> <C>
ASSETS:
Additions to net assets attributed to:
Contributions-
Employee $ 6,621,564 $ 5,465,612
Employer 1,437,635 1,382,723
Rollover 9,340,337 12,632,144
Interest and dividend income and forfeitures 4,018,657 1,374,978
Realized and unrealized gains on investments 7,884,860 3,471,304
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Total additions 29,303,053 24,326,761
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Deductions from net assets attributed to :
Benefits paid to participants 6,030,782 4,652,492
Administrative expenses 39,578 31,453
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Total deductions 6,070,360 4,683,945
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NET INCREASE 23,232,693 19,642,816
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 40,606,876 20,964,060
----------- -----------
End of year $63,839,569 $40,606,876
=========== ===========
</TABLE>
The accompanying notes and schedules are an integral part of these statements.
<PAGE>
SINCLAIR BROADCAST GROUP, INC.
401(K) PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1999 AND 1998
1. PLAN DESCRIPTION:
The Sinclair Broadcast Group, Inc. 401(k) Profit Sharing Plan and Trust (the
Plan) was established with an effective date of January 1, 1989. The Plan is a
participatory defined contribution plan covering substantially all employees of
Sinclair Broadcast Group, Inc. (the Company) who have completed one year of
credited service (1,000 hours) and are at least twenty-one years of age. Under
the provisions of the Plan, the Company may make discretionary matching
contributions. These matching contributions equaled 50% of the first 4% of the
participant's salary reduction during 1999 and 1998. The 1998 matching
contribution was made in the form of the Company's common stock. The 1999
matching contribution, includes a receivable as of December 31, 1999 and will be
funded with the Company's common stock being contributed to the plan. The
Company may also make additional discretionary contributions each year. There
were no additional discretionary contributions during 1999 or 1998. During 1999,
the Company acquired several companies, and certain employees of those companies
acquired, rolled over their benefit plan account balances into the Plan.
Each participant's account is credited with the participant's contribution, the
Company's matching contribution and their pro rata share of earnings on invested
assets of the trust funds. Effective during 1996, participants may direct
contributions in any of nine investment options. Participants are fully vested
in their salary reduction amounts contributed to the Plan and related earnings.
Under the provisions of the Plan, eligible employees become 20% vested in all
other amounts credited to their account after two years of service, 40% vested
after three years of service, 60% vested after four years of service, 80% vested
after five years of service and are fully vested after six years of service.
Participants may elect one of several methods to receive their vested benefits
including (a) a joint and survivor option whereby the employee receives a
reduced monthly benefit during his/her lifetime and, upon death, the surviving
spouse will receive a monthly benefit for his/her lifetime, (b) the purchase of
a life annuity, (c) equal installments over a period of not more than the
participant's assumed life expectancy (or participant's and participant's
beneficiary's assumed life expectancy) at the time of distribution, or (d) a
lump sum distribution. In the absence of such election by the participant, the
method of distribution shall be determined by the Plan. Upon termination of
employment before normal retirement, a lump sum distribution may also be made.
In addition, participants may borrow the lesser of $50,000 or one-half of their
vested balance, with interest charged based on the prime rate at the time of
borrowing. Interest income from these loans is treated as income to the Plan and
is allocated with other earnings on investments.
<PAGE>
Effective in 1998, an amendment to the Plan occurred which allows in-service
distributions of salary deferred contributions upon attainment of age 59 1/2.
Additionally, the amendment allows the withdrawal of after-tax and rollover
contributions at any time.
In July 1999, the Company completed the acquisition of certain assets of Guy
Gannett television broadcasting stations. In conjunction with this purchase, the
assets of the Guy Gannett 401(k) were transferred into the Plan, effective
November 16, 1999. All employees eligible to participant in the Guy Gannett
401(k) were automatically eligible to participate in the Plan.
Effective October 1, 1999, the recordkeeping function was transferred from EMJAY
Corporation to Financial Administrative Services Corporation (FASCORP) and the
plan was amended to increase participant deferrals up to a maximum of 20% of
their salary.
In December 1999, the Company completed the sale of the majority of its radio
division. As of December 31, 1999, plan assets related to those employees have
not been transferred out of the Plan. The employees in those stations became
fully vested in their employer contributions.
2. SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF FINANCIAL PRESENTATION
The accompanying financial statements are presented on the accrual basis of
accounting. Certain administrative expenses of the Plan are borne by the
Company.
INCOME TAX STATUS
The Plan received a favorable determination letter dated March 26, 1996. This
letter certifies that under its present form, the Plan is currently designed in
compliance with the applicable requirements of the Internal Revenue Code.
Management believes that the Plan is being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, the Plan is
qualified for tax-exempt status, and the related trust was qualified as of the
financial statement dates.
INVESTMENTS
Investments are stated at market value. As of December 31, 1999, all investments
of the Plan are held by FASCORP (the Trustee), and are invested with Legg Mason
Wood Walker Incorporated (Legg Mason) and Putnam Investments.
The accompanying Schedule of Assets Held for Investment Purposes represents a
detailed listing of investments held by the Plan as of December 31, 1999.
<PAGE>
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
3. NEW ACCOUNTING PRONOUNCEMENT:
The Accounting Standards Executive Committee issued Statement of Position 99-3
Accounting for and Reporting of Certain Defined Contribution Benefit Plan
Investments and Other Disclosure Matters (SOP) which eliminates the requirement
for a defined contribution plan to disclose participant directed investment
programs. The SOP was adopted for the 1999 financial statements and as such, the
1998 statements have been reclassified to eliminate the participant directed
fund investment program disclosures.
4. PLAN TERMINATION:
Although it has not expressed any intent to do so, the Employer has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan, subject to the provisions of the Employee Retirement Income Security Act
of 1974. In the event of plan termination, participants will become 100% vested
in their accounts.
<PAGE>
Schedule I
SINCLAIR BROADCAST GROUP, INC.
401(K) PROFIT SHARING PLAN AND TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
NUMBER OF
INVESTMENT/DESCRIPTION UNITS/SHARES COST MARKET
--------------------------------------- ------------ ----------- -----------
<S> <C> <C> <C>
Legg Mason High Yield Portfolio 186,898 $ 2,684,329 $ 2,807,209
Legg Mason Investment Grade Income Fund 200,735 1,981,701 1,963,193
Legg Mason Special Investment Trust 266,460 9,259,392 10,698,382
Legg Mason Total Return Trust 242,961 4,788,441 4,555,526
Legg Mason U.S. Government Portfolio 108,575 1,090,750 1,077,064
Legg Mason U.S. Government Money Market
Portfolio 2,210,893 2,210,893 2,210,893
Legg Mason Value Trust 213,152 14,080,822 16,043,951
Putnam International Growth Fund 248,235 5,851,611 7,367,602
Putnam New Opportunities Fund 135,259 9,566,523 12,348,666
Sinclair Broadcast Group, Inc. Common
Stock 104,731 949,133 1,278,047
Cash equivalents -- 67,427 67,427
Loans (with interest rates from 6.25% to
10.50%) 1,776,072 1,776,072
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$54,307,094 $62,194,032
=========== ===========
</TABLE>
The accompanying notes are an integral part of this schedule.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Sinclair Broadcast Group, Inc. 401(k) Profit
Sharing Plan
Date: June 28, 2000 /s/ David B. Amy
----------------
David B. Amy
Sinclair Broadcast Group, Inc.
Plan Administrator
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
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23 Consent of Independent Public Accountants
