<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1996
REGISTRATION NO. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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YOUNG BROADCASTING INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3339681
(I.R.S. Employer Identification
(State or other jurisdiction of Number)
incorporation or organization)
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 754-7070
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
VINCENT J. YOUNG
CHAIRMAN
YOUNG BROADCASTING INC.
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 754-7070
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
ROBERT L. WINIKOFF, ESQ. WILLIAM M. HARTNETT, ESQ.
COOPERMAN LEVITT WINIKOFF LESTER & CAHILL GORDON & REINDEL
NEWMAN, P.C. EIGHTY PINE STREET
800 THIRD AVENUE NEW YORK, NEW YORK 10005
NEW YORK, NEW YORK 10022 (212) 701-3000
(212) 688-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-06241
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SHARES AMOUNT TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
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<S> <C> <C> <C> <C>
Class A Common Stock,
$.001 par value....... 461,398 shares $33.25 $15,341,485 $5,290
</TABLE>
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(1) Includes 60,182 shares which the Underwriters have the option to purchase
from the Selling Stockholders to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933 based upon the
average of the high and low prices paid for a share of the Registrant's
Class A Common Stock, $.001 par value, as reported by the Nasdaq National
Market as of the close of business on September 27, 1996.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-3 filed by Young Broadcasting Inc. with the Securities and
Exchange Commission (File No. 333-06241) pursuant to the Securities Act of
1933, as amended, and declared effective on September 30, 1996 is incorporated
by reference into this Registration Statement.
1
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-06241 are incorporated by reference into, and shall be
deemed part of, this registration statement, except for the following, which
are filed herewith.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
5.1 --Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C.,
including consent.
23.1 --Consent of Ernst & Young LLP.
23.2 --Consent of McGladrey & Pullen, LLP.
23.3 --Consent of Grant Thornton LLP.
23.4 --Consent of Price Waterhouse LLP.
23.5 --Consent of Cooperman Levitt Winikoff Lester & Newman, P.C.
(included in Exhibit 5.1).
</TABLE>
(B) FINANCIAL STATEMENT SCHEDULES
Not applicable.
II-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW
YORK, ON SEPTEMBER 30, 1996.
Young Broadcasting Inc.
/s/ James A. Morgan
By: _________________________________
JAMES A. MORGAN
EXECUTIVE VICE PRESIDENT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
SIGNATURES TITLE DATE
Chairman and
* Director (principal September 30,
- ------------------------------------- executive officer) 1996
VINCENT J. YOUNG
* President and September 30,
- ------------------------------------- Director 1996
RONALD J. KWASNICK
* Treasurer and September 30,
- ------------------------------------- Director 1996
ADAM YOUNG
/s/ James A. Morgan Executive Vice September 30,
- ------------------------------------- President 1996
JAMES A. MORGAN (principal
financial officer
and principal
accounting officer)
* Director September 30,
- ------------------------------------- 1996
BERNARD F. CURRY
* Director September 30,
- ------------------------------------- 1996
ALFRED J. HICKEY, JR.
* Director September 30,
- ------------------------------------- 1996
LEIF LOMO
* Director September 30,
- ------------------------------------- 1996
MICHAEL S. WILLNER
*By:
/s/ James A. Morgan
---------------------------------
JAMES A. MORGAN
ATTORNEY-IN-FACT
II-2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S> <C>
5.1 --Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C.,
including consent
23.1 --Consent of Ernst & Young LLP
23.2 --Consent of McGladrey & Pullen, LLP
23.3 --Consent of Grant Thornton LLP
23.4 --Consent of Price Waterhouse LLP
23.5 --Consent of Cooperman Levitt Winikoff Lester & Newman, P.C.
(included in Exhibit 5.1)
</TABLE>
<PAGE>
Exhibit 5.1
[Letterhead of Cooperman Levitt Winikoff Lester & Newman, P.C.]
September 30, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have been requested by Young Broadcasting Inc. (the "Company"), a
Delaware corporation, to furnish our opinion in connection with the registration
statement (the "Registration Statement") on Form S-3, with respect to the
registration of up to 461,398 shares of the Company's Class A Common Stock (the
"Common Stock"), $.001 par value, which amount includes 401,216 shares of Common
Stock to be sold by certain of the Company's stockholders, plus up to an
additional 60,182 shares of Common Stock to be sold by such stockholders to
cover any over-allotments (the "Selling Stockholder Shares").
We have made such examination as we have deemed necessary for the
purpose of this opinion. Based upon such examination, it is our opinion that
the Selling Stockholder Shares have been validly issued and are fully paid and
non-assessable.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the Federal laws of the
United States of America, and the General Corporation Law of the State of
Delaware.
The opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purposes or
relied upon or furnished to any other person without our prior written consent.
<PAGE>
Securities and Exchange Commission
September 30, 1996
Page 2
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement.
Very truly yours,
COOPERMAN LEVITT WINIKOFF
LESTER & NEWMAN, P.C.
By: /s/ Elliot Brecher
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of the Registration Statement (Form
S-3, No. 333-06241) of Young Broadcasting Inc. and the related Prospectus dated
September 6, 1996 of our report dated February 12, 1996 except for Note 16 as to
which the date is May 31, 1996 in this Registration Statement (Form S-3) filed
pursuant to Rule 462(b) of the Securities Act of 1933, and to the reference to
our firm under the caption "Experts" in the Prospectus.
Ernst & Young LLP
New York, New York
September 30, 1996
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Registration Statement (Form S-3), which
Registration Statement is incorporated by reference in this Registration
Statement filed pursuant to Rule 462(b) of the Securities Act of 1933, of Young
Broadcasting Inc., of our report dated February 13, 1996, except for Note 6 as
to which the date is March 12, 1996, relating to the financial statements of
KWQC-TV, and to the reference to our Firm under the caption "Experts" in the
Prospectus.
/s/ McGLADREY & PULLEN, LLP
New Haven, Connecticut
September 30, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated February 16, 1996, accompanying the
combined financial statements and schedule of Midcontinent Television of South
Dakota (a wholly-owned subsidiary of Midcontinent Media, Inc.) and the
Investment in Community Television Service, Inc. (a fifty percent investee of
Midcontinent Media, Inc.) included in the Registration Statement of Young
Broadcasting Inc. on Form S-3 (Registration No. 333-06241) which Registration
Statement is incorporated by reference in the Registration Statement filed
pursuant to Rule 462(b) of the Securities Act of 1933. We hereby consent to the
use of the aforementioned reports in the Registration Statement on Form S-3 and
to the use of our name as it appears under the caption "Experts," and to the
incorporation by reference of our reports in the Registration Statement filed
pursuant to Rule 462(b).
GRANT THORNTON LLP
/s/ Grant Thornton LLP
Minneapolis, Minnesota
September 30, 1996
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 15, 1996 relating to the
financial statements of KCAL Broadcasting Group which appears in the
Registration Statement (No. 333-06241) on Form S-3 filed by Young Broadcasting
Inc. We also consent to the application of such report to the Financial
Statement Schedule appearing on page S-7 of the Registration Statement (No.
333-06241) on Form S-3 filed by Young Broadcasting Inc. when such schedule is
read in conjunction with the financial statements referred to in our report.
The audits referred to in such report also included this schedule. We also
consent to the reference to us under the heading "Experts" in the Prospectus
constituting part of the Registration Statement (No. 333-06241) on Form S-3
filed by Young Broadcasting Inc.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Los Angeles, California
September 25, 1996
