<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 1996
YOUNG BROADCASTING INC.
-----------------------
(Exact name of registrant as specified in charter)
Delaware 0-25042 13-3339681
---------------------- ----------------------------- -------------
(State or other juris- (Commission File Number) (IRS Employer
diction of incorporation Identification No.)
599 Lexington Avenue, New York 10022
- ----------------------------------- -----------
(Address of principal executive offices) (Zip Code)
(212) 754-7070
- ---------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
<PAGE>
ITEM 5. OTHER EVENTS.
On June 18, 1996, Young Broadcasting Inc., a Delaware corporation
(the "Company"), filed with the Securities and Exchange Commission a
Registration Statement on Form S-3 in connection with a proposed
public offering of shares of the Company's Class A Common Stock, $.001
par value, by the Company and certain selling stockholders of the
Company, as more fully described in the press release attached hereto
as Exhibit 1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
- --------
1 Press Release dated June 21, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
YOUNG BROADCASTING INC.
Date: June 21, 1996 By /s/ James A. Morgan
--------------------------------------
James A. Morgan,
Executive Vice President
<PAGE>
Exhibit Index
-------------
Exhibit Title
- ------- -----
1 Press Release dated June 21, 1996
<PAGE>
Exhibit 1
---------
June 21, 1996
For Immediate Release
YOUNG ANNOUNCES PROPOSED PUBLIC OFFERING
June 21, 1996 (New York, NY) - Young Broadcasting Inc. (NASDAQ:YBTVA)
today announced the filing on June 18, 1996 with the Securities and Exchange
Commission of a registration statement in connection with a proposed public
offering of 5,272,585 shares of the Company's Class A Common Stock, $.001 par
value. 4,000,000 of the shares are to be sold by the Company and 1,272,585
shares are to be sold by selling stockholders of the Company.
4,218,068 of the shares are to be offered initially in the United States
and Canada by a group of underwriters for whom Merrill Lynch & Co., Alex. Brown
& Sons Incorporated, BT Securities Corporation, Goldman, Sachs & Co. And J.P.
Morgan & Co. are acting as representatives, and 1,054,517 shares are to be
offered in a concurrent offering outside of the United States and Canada by a
group of underwriters for whom Merrill Lynch International, Alex. Brown & Sons
Incorporated, Bankers Trust International plc, Goldman Sachs International and
J.P. Morgan Securities Ltd. are acting as representatives. All of the shares
are to be offered on a "firm commitment" basis. The selling stockholders will
also grant the underwriters options exercisable within 30 days to purchase up to
an additional 790,888 shares to cover any over-allotments. On June 18, 1996,
the last reported sales price of the Company's Class A Common Stock, as reported
by the Nasdaq National Market, was $37.50 per share.
The net proceeds of the offerings to be received by the Company,
together with borrowings under its senior credit facility, will be used to
finance the acquisition of KCAL-TV (Los Angeles, CA). If for any reason the
Company does not consummate the acquisition of KCAL-TV, the Company would use
the net proceeds to finance future acquisitions of television stations and for
general working capital purposes.
Young Broadcasting currently owns and operates eleven network-affiliated
television stations. Six are affiliated with the ABC Television network
(WKRN-TV - Nashville, TN, WTEN-TV - Albany, NY, WRIC-TV - Richamond, VA,
WATE-TV - Knoxville, TN, WTVO-TV - Rockford, IL, and WBAY-TV - Green Bay, WI),
four are affiliated with the CBS Television Network (WLNS-TV - Lansing, MI,
KLFY- TV -Lafayette, LA, WKBT-TV - La Crosse, WI and KELO-TV Sioux Falls, SD),
and one is affiliated with the NBC Television Network (KWQC-TV - Davenport, IA).
In addition, Young Broadcasting has agreed to purchase KCAL-TV - Los Angeles,
CA, the only independent VHF station in Los Angeles, subject to Federal
Communications Commission approval.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
Inquiries should be directed to Vincent Young, Chairman, or James
Morgan, Executive Vice President, 212-754-7070.
Copies of the prospectus when available may be obtained from the Company
at 599 Lexington Avenue, New York, New York 10022, Attention: Secretary.
