<PAGE>
As filed with the Securities and Exchange Commission on August 23, 1996
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
YOUNG BROADCASTING INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3339681
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
599 LEXINGTON AVENUE
NEW YORK, NY 10022
(Address of Principal Executive Offices)
YOUNG BROADCASTING INC. 1995 STOCK OPTION PLAN
YOUNG BROADCASTING INC. 401(K) PLAN
(Full title of plans)
VINCENT J. YOUNG
YOUNG BROADCASTING INC.
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(Name and address of agent for service)
(212) 754-7070
(Telephone number, including area code, of agent for service)
Copies to:
Robert L. Winikoff, Esq.
Cooperman Levitt Winikoff
Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
(212) 688-7000
CALCULATION OF REGISTRATION FEE (1)
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering registration fee
share price (2)
<S> <C> <C> <C> <C>
Common Stock, 327,685 $30.375(2) $9,953,432 $3,432
$.001 par value shares(3)
======================================================================================================
</TABLE>
<PAGE>
(1) Pursuant to Rule 429 under the Securities Act of 1933, as amended (the
"Act"), the Prospectus included herein also relates to 1,074,448 shares of
the Registrant's Common Stock, $.001 par value, previously registered under
Registration Statement No. 33-99678 on Form S-8 (the "Prior Registration
Statement"), which was filed with the Securities and Exchange Commission on
November 21, 1995. On such date, a registration fee of $8,296 was paid.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 of the Act, 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 August 19, 1996.
(3) Includes (a) 300,000 shares reserved for issuance under the Young
Broadcasting Inc. 1995 Stock Option Plan (the "Option Plan") and (b) 27,685
shares issued to the trustee under the Young Broadcasting Inc. 401(k) Plan
(the "401(k) Plan") for the accounts of participants. The number of shares
listed includes the maximum number of shares presently issuable under the
401(k) Plan that are covered by this Registration Statement pursuant to Rule
457(h) under the Act. Pursuant to Rule 416(a) under the Act, this
Registration Statement also covers an indeterminate number of additional
shares that may become issuable as a result of terminated, expired or
surrendered options under the Option Plan, or as a result of anti-dilution
adjustments deemed necessary or equitable by the Board of Directors of the
Registrant upon stock splits, stock dividends or other similar changes in
capitalization. 700,000 shares reserved for issuance under the Option Plan
and 21,696 shares issued to the trustee under the 401(k) Plan had previously
been registered pursuant to the Prior Registration Statement.
<PAGE>
EXPLANATORY NOTE
Pursuant to the Note to Part I of Form S-8 and Rule 428(b)(1) under the
Securities Act of 1933, as amended, the information required by Part I of Form
S-8 is not included in this Registration Statement.
<PAGE>
PROSPECTUS FOR RESALES
The material which follows constitutes a prospectus, prepared on Form S-3, in
accordance with General Instruction C to Form S-8, to be used in connection with
resales of restricted securities acquired by selling security holders prior to
filing of this Registration Statement, and of control securities acquired by
affiliates of the Registrant pursuant to employee benefit plans of the
Registrant, as defined in Rule 405 under the Securities Act of 1933, as amended.
<PAGE>
PROSPECTUS
YOUNG BROADCASTING INC.
1,402,133 SHARES OF COMMON STOCK
This Prospectus relates to up to 1,402,133 shares of common stock, $.001 par
value per share (the "Common Stock"), of Young Broadcasting Inc., a Delaware
corporation (the "Company"), which may be offered from time to time by the
selling stockholders named herein (the "Selling Stockholders"). The Selling
Stockholders may offer shares for sale on the Nasdaq National Market, in
negotiated transactions, or in a combination of such methods of sale, at fixed
prices which may be changed, at market prices prevailing at the time of sale, at
prices relating to prevailing market prices or at negotiated prices. The
Selling Stockholders may effect such transactions by selling the shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
forms of discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of the Common Stock for whom such broker-dealers may act
as agents or to whom they sell as principals, or both (which compensation as to
a particular broker-dealer may be in excess of customary commissions). See
"Method of Sale."
The Company will not receive any of the proceeds from the sale of the shares
of Common Stock covered by this Prospectus but will bear all expenses incurred
in effecting the registration of such shares.
The Common Stock is publicly traded on the Nasdaq National Market. On August
22, 1996, the last reported sales price of the Common Stock, as reported by the
Nasdaq National Market, was $31 1/2 per share.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-------------------
The date of this Prospectus is August 23, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files, reports and other information with the Securities and Exchange
Commission (the "SEC"). Such reports and other information filed by the Company
can be inspected and copied at the public reference facilities of the SEC, Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well
as at the following SEC regional offices: Seven World Trade Center, 13th Floor,
New York, New York 10048; and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such reports and other information
can also be reviewed through the SEC's Electronic Data Gathering, Analysis, and
Retrieval System which is publicly available through the SEC's Web site
(http://www.sec.gov).
The Company has filed Registration Statements with the SEC under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
shares of Common Stock being offered. This Prospectus does not contain all of
the information set forth in the Registration Statements and the exhibits
thereto. For further information, reference is made hereby to such Registration
Statements and exhibits, which may be obtained from the SEC's principal office
in Washington, D.C. upon payment of the fees prescribed by the SEC.
INFORMATION INCORPORATED BY REFERENCE
The following documents which have been filed with the SEC pursuant to the
Exchange Act are incorporated herein by reference: (i) the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995; (ii) the
Company's current report on Form 8-K dated January 16, 1996; (iii) the Company's
current report on Form 8-K dated February 13, 1996; (iv) the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1996; (v) the
Company's current report on Form 8-K dated May 15, 1996; (vi) the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1996; and
(vii) the description of the Common Stock included in its Registration Statement
under Section 12 of the Exchange Act relating to the Common Stock, including any
amendment or report filed for the purpose of updating that description. In
addition, the Company hereby incorporates by reference into this Prospectus all
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, after the date of this Prospectus and prior to the termination
of the offering contemplated hereby, which documents shall be deemed to be a
part hereof from the date of filing such documents. The Company will provide
without charge to each person to whom a Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the documents
that have been incorporated herein by reference (not including exhibits to such
documents unless such exhibits are specifically incorporated by reference in
such documents). Any such request should be directed to: Secretary, Young
Broadcasting Inc., 599 Lexington Avenue, New York, New York 10022 (telephone:
(212) 754-7070).
Any statement contained in a document all or a portion of which is
incorporated by reference in this Prospectus will be deemed to be modified or
superseded for the purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document that
also is incorporated by reference in this Prospectus modifies or supersedes such
statement. Any statement so modified will not be deemed a part of this
Prospectus, except as so modified, and any statement so superseded will not be
deemed part of this Prospectus.
2
<PAGE>
SELLING STOCKHOLDERS
This Prospectus relates to possible sales by the following Selling
Stockholders of the following number of shares issued or issuable under the
following employee benefit plans of the Company:
<TABLE>
<CAPTION>
Incentive Stock 1995 Stock Written
Selling Stockholder Grant Program Option Plan(1) Contracts 401(k) Plan
- -------------------------- --------------- -------------- --------- -----------
<S> <C> <C> <C> <C>
Vincent J. Young 106,500 266,250
Ronald J. Kwasnick 14,555 32,000 73,840
James A. Morgan 12,070 157,125 42,600
Robert W. Cordell 4,615
Stephen J. Baker 3,195 6,000
Ross P. Woodstock 5,680 10,000
Daniel R. Batchelor 5,680 10,000
Bruce Pfeiffer 5,680 9,000
Michael A. Barras 5,680 10,000
Joseph R. Varholy 5,680 10,000
William Snider 9,000
Vicky Geyer 6,000
Deborah A. McDermott 14,555 22,000
David Sankovitch 6,390 14,000
Robert M. Peterson 10,295 16,000
Michael Funk 6,390
Thomas M. Best 6,035 5,063
David Weems 9,000
Janis Wade 12,750
Gwen Kinsey 9,000
Don Carmichael 15,000
Robert H. Krieghoff, Jr. 9,000
Bernard F. Curry 1,200 1,000
Alfred J. Hickey, Jr. 1,200 1,000
Leif Lomo 1,200 1,000
Michael S. Willner 1,200 1,000
Harold Froelich 19,312
Trustee under the
Young Broadcasting
Inc. 401(k) Plan 49,381
------- ------- ------- ------
213,000 641,988 139,752 49,381
- ----------------
</TABLE>
(1) Also covered by this Prospectus are 342,138 shares reserved for issuance
under the Young Broadcasting Inc. 1995 Stock Option Plan. The names of the
people who may be Selling Stockholders from time to time with respect to
such shares are not known by the Company at this time. The names of those
people, along with the number of shares of Common Stock owned, and the
number of shares which may be sold, by each of those people from time to
time, will be contained in supplements to this Prospectus, which may be
filed with the Commission in accordance with Rule 424(b) under the
Securities Act.
3
<PAGE>
METHOD OF SALE
Sales may be effected by the Selling Stockholders from time to time in
transactions on the Nasdaq Stock Market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling the shares of Common Stock to or through broker-dealers,
and such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders and/or the purchasers
of the shares for whom such broker-dealers may act as agents or to whom they
sell as principals, or both (which compensation as to a particular broker-dealer
might be in excess of customary commissions).
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The General Corporation Law of the State of Delaware authorizes Delaware
corporations to eliminate or limit the personal liability of a director to the
corporation or a stockholder for monetary damages for breach of certain
fiduciary duties as a director, other than his duty of loyalty to the
corporation and its stockholders, or for acts or omissions not in good faith or
involving intentional misconduct or knowing violation of the law, and the
unlawful purchase or redemption of stock or payment of unlawful dividends or the
receipt of improper benefits. The Company's Certificate of Incorporation
includes a provision eliminating such personal liability. In addition, the
Company has purchased a policy of directors and officers liability insurance,
which covers certain liabilities of directors and officers of the Company
arising out of claims based on acts or omissions in their capacity as directors
or officers. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
LEGAL MATTERS
Certain legal matters in connection with the offering of the Common Stock,
including the legality of the Common Stock constituting an original issuance
offered hereby, have been passed upon for the Company by Cooperman Levitt
Winikoff Lester & Newman, P.C., counsel to the Company.
EXPERTS
The consolidated financial statements and schedule of the Company appearing
in the Company's Annual Report (Form 10-K) for the year ended December 31, 1995,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
4
<PAGE>
TABLE OF CONTENTS
Page
----
Available Information...................... 2
Incorporation of Certain
Documents by Reference................... 2 YOUNG BROADCASTING INC.
Selling Stockholders....................... 3
Method of Sale............................. 4 Prospectus
Indemnification of Directors and Officers.. 4 1,402,133 Shares
Legal Matters.............................. 4 Common Stock
Experts.................................... 4
No dealer, salesperson or other person has
been authorized to give any information or
to make any representations other than those
contained in this Prospectus. This Prospectus
does not constitute an offer or a solicitation
in any jurisdiction to any person to whom it
is unlawful to make such an offer or
solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall,
under any circumstances, create an implication
that there has been no change in the
circumstances of the Company or the facts
set forth herein since the date hereof.
August 23, 1996
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents are incorporated in this Registration Statement by
reference: (i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995; (ii) the Company's current report on Form 8-K dated
January 16, 1996; (iii) the Company's current report on Form 8-K dated February
13, 1996; (iv) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996; (v) the Company's current report on Form 8-K dated
May 15, 1996; (vi) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1996; and (vii) the description of the Common Stock
included in its Registration Statement under Section 12 of the Exchange Act
relating to the Common Stock, including any amendment or report filed for the
purpose of updating that description. In addition, the Company hereby
incorporates by reference into this Registration Statement all documents filed
by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, after the date of this Registration Statement and prior to the termination
of the offering contemplated hereby, which documents shall be deemed to be a
part hereof from the date of filing such documents. Any statements contained in
a document all or a portion of which is incorporated by reference in this
Registration Statement will be deemed to be modified or superseded for the
purposes of this Registration Statement to the extent that a statement contained
in this Registration Statement or in any other subsequently filed document that
also is incorporated by reference in this Registration Statement modifies or
supersedes such statement. Any statement so modified will not be deemed a part
of this Registration Statement, except as so modified, and any statement so
superseded will not be deemed part of this Registration Statement.
Item 4. Description of Securities
-------------------------
Not Applicable
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
II-1
<PAGE>
Section 145 also empowers a corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted under similar standards, except
that no indemnification may be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
unless, and only to the extent that, the Court of Chancery or the court in which
such action was brought shall determine that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Section 145 further provides that to the extent that a director or officer of
a corporation has been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation is empowered to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.
Section 10 of the Company's Restated Certificate of Incorporation provides
as follows:
The Corporation shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under such section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Article V, Section 5 of the Company's Second Amended and Restated By-Laws
provides as follows:
The Corporation shall indemnify to the full extent authorized by law any
person made or threatened to be made a party to an action, suit or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director, officer, employee or
agent of the Corporation or is or was serving, at the request of the
Corporation, as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.
Item 7. Exemption from Registration Claimed
-----------------------------------
The following shares of Common Stock to be reoffered and resold pursuant to
this Registration Statement are restricted securities within the meaning of
Rule 144(a)(3) under the Securities Act:
27,685 shares issued to the trustee under the Young Broadcasting Inc. 401(k)
Plan for the accounts of participants.
II-2
<PAGE>
Such shares were issued without registration under the Securities Act
pursuant to an exemption from registration afforded by Section 4(2) under the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.
Item 8. Exhibits
--------
5.1 Form of Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C., as to
legality of the shares to be issued.
23.1 Consent of Cooperman Levitt Winikoff Lester & Newman, P.C. (Included in
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on Page II-5 of this Registration Statement)
Item 9. Undertakings
------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration
II-3
<PAGE>
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 this 22nd day of
August, 1996.
YOUNG BROADCASTING INC.
By: /s/ Vincent J. Young
-----------------------------
Vincent J. Young, Chairman
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.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Vincent J. Young and James A. Morgan as such
person's true and lawful attorney-in-fact and agent, acting alone, with full
powers of substitution and revocation, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents,
acting alone, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Vincent J. Young Chairman and Director August 22, 1996
- --------------------------- (principal executive officer)
Vincent J. Young
/s/ Ronald J. Kwasnick President and Director August 22, 1996
- ---------------------------
Ronald J. Kwasnick
/s/ Adam Young Treasurer and Director August 22, 1996
- ---------------------------
Adam Young
/s/ James A. Morgan Executive Vice President August 22, 1996
- --------------------------- (principal financial officer
James A. Morgan and principal accounting officer)
/s/ Bernard F. Curry Director August 22, 1996
- ---------------------------
Bernard F. Curry
/s/ Alfred J. Hickey, Jr. Director August 22, 1996
- ---------------------------
Alfred J. Hickey, Jr.
/s/ Leif Lomo Director August 22, 1996
- ---------------------------
Leif Lomo
/s/ Michael S. Willner Director August 22, 1996
- ---------------------------
Michael S. Willner
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description Page
- ------- ----------- ----
5.1 Form of Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C.
as to the legality of the shares to be issued.
23.1 Consent of Cooperman Levitt Winikoff Lester & Newman, P.C.,
(Included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on Page II-5 of this Registration
Statement)
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C.]
August 22, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 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-8, with respect to the
registration of 327,685 shares of the Company's Common Stock, $.001 par value
(the "Common Stock"), which amount includes:
(a) 300,000 shares issuable under the Young Broadcasting Inc. 1995
Stock Option Plan (the "Original Issuance Securities"); and
(b) 27,685 shares previously issued to or for the account of
employees of the Company pursuant to an employee benefit plan.
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
when the Registration Statement has become effective under the Securities Act of
1933 and when the Original Issuance Securities have been issued and sold in the
manner described in the Registration Statement, the Original Issuance Securities
will have been validly issued and will be 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.
<PAGE>
[COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C. SECOND PAGE LETTERHEAD]
Securities and Exchange Commission
August 22, 1996
Page 2
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.
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 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8, No. 33- ) pertaining to the Young
Broadcasting Inc. 1995 Stock Option Plan and Young Broadcasting Inc. 401(k) Plan
and to the incorporation by reference therein of our report dated February 12,
1996, with respect to the consolidated financial statements and schedule of
Young Broadcasting Inc. and subsidiaries included in its Annual Report (Form 10-
K) for the year ended December 31, 1995, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
New York, New York
August 20, 1996
