<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1996
REGISTRATION NO. 333-13121
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
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
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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. [_]
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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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Form S-3 Registration Statement
contains only Exhibit 23.1 of Item 16(a) of Part II thereof. This filing is
being made solely for the purpose of amending such Exhibit.
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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>
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* Previously filed.
(B) FINANCIAL STATEMENT SCHEDULES
Not applicable.
II-1
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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 OCTOBER 1, 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
- ------------------------------------- executive officer) October 1, 1996
VINCENT J. YOUNG
* President and
- ------------------------------------- Director October 1, 1996
RONALD J. KWASNICK
* Treasurer and
- ------------------------------------- Director October 1, 1996
ADAM YOUNG
/s/ James A. Morgan Executive Vice
- ------------------------------------- President October 1, 1996
JAMES A. MORGAN (principal
financial officer
and principal
accounting officer)
* Director
- ------------------------------------- October 1, 1996
BERNARD F. CURRY
* Director
- ------------------------------------- October 1, 1996
ALFRED J. HICKEY, JR.
* Director
- ------------------------------------- October 1, 1996
LEIF LOMO
* Director
- ------------------------------------- October 1, 1996
MICHAEL S. WILLNER
*By:
/s/ James A. Morgan
---------------------------------
JAMES A. MORGAN
ATTORNEY-IN-FACT
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<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>
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* Previously filed.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incoporation by reference 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", included in the Registration Statement (Form S-3, No. 333-06241) of
Young Broadcasting Inc. and the related Prospectus dated September 6, 1996.
Ernst & Young LLP
New York, New York
September 30, 1996
