<PAGE>
As filed with the Securities and Exchange Commission on July 10, 2000
Registration No. 333-31156
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Post-Effective Amendment No. 2
on
FORM S-3
To
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------
YOUNG BROADCASTING INC.
(Exact name of registrant as specified in its charter)
---------------
<TABLE>
<S> <C>
Delaware 13-3339681
(State of incorporation) (I.R.S. Employer
Identification Number)
</TABLE>
599 Lexington Avenue
New York, New York 10022
(212) 754-7070
(Address and telephone number
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 and telephone number of agent for service)
Copies of all communications and notices to:
ROBERT L. WINIKOFF, ESQ.
IRA I. ROXLAND, ESQ.
Cooperman Levitt Winikoff
Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
Tel: (212) 688-7000
Fax: (212) 755-2839
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
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. [X]
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. [_]
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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--------------------------------------------------------------------------------
<PAGE>
Prospectus
YOUNG BROADCASTING INC.
2,356,304 Shares of Class A Common Stock
----------------
The shares covered by this prospectus represent approximately 13.5% of our
currently outstanding shares of Class A and Class B common stock. The selling
stockholders named on pages 9 and 10 of this prospectus may offer all of these
shares for sale. We will receive none of the proceeds from any of these sales.
----------------
Our Class A common stock is traded on The Nasdaq National Market under the
symbol YBTVA. The closing price of our Class A common stock on July 7, 2000 was
$29.69 per share.
----------------
Please read the Risk Factors beginning on page 4 of this prospectus before
making a decision to invest in our securities.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. It is illegal for any person to tell
you otherwise.
July , 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Cautionary Statement Regarding Forward-Looking Statements.................. 8
Use of Proceeds............................................................ 8
Selling Stockholders....................................................... 9
Legal Matters.............................................................. 11
Experts.................................................................... 12
Where You Can Find More Information........................................ 12
Incorporation of Certain Documents by Reference............................ 12
</TABLE>
2
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to, and
should be read in conjunction with, the more detailed information contained or
incorporated by reference in this prospectus.
The Company
We own and operate twelve television stations in geographically diverse
markets and a national television sales representation firm, Adam Young Inc.
Six of the stations are affiliated with American Broadcasting Companies, Inc.
("ABC"), three are affiliated with CBS Inc., two are affiliated with National
Broadcasting Company, Inc. ("NBC"), and one is an independent station. We also
own a 51% interest in BayTV, a 24-hour local news and information channel in
the San Francisco Bay area. Our ownership interest in BayTV is subject to the
call rights of AT&T, our partner in the BayTV joint venture. Each of our
stations is owned and operated by a direct or indirect subsidiary. We are
presently the eighth largest ABC network affiliate group in terms of households
reached. Our sole independent television station, KCAL, Los Angeles,
California, is the only independent VHF television station operating in the Los
Angeles market, which is ranked as the second-largest television market in
terms of population and the largest in terms of estimated television revenue.
We are a Delaware corporation that was founded in 1986 by Vincent Young and
his father, Adam Young. Vincent Young, our Chairman, has over 25 years of
experience in the television broadcast industry, and Adam Young has over 50
years of experience in the industry. Ronald Kwasnick, our President, has over
25 years of experience in the industry.
Our principal offices are located at 599 Lexington Avenue, New York, New
York 10022, and our telephone number is (212) 754-7070.
Recent Developments
KRON-TV and BayTV Acquisition. On June 26, 2000, we acquired KRON-TV and a
51% interest in the San Francisco cable channel, BayTV, from The Chronicle
Publishing Company. At the time of this acquisition, we entered into a revised
$800 million senior credit facility, a portion of which was used to finance the
cash component of the acquisition and to pay the fees and expenses associated
with the acquisition. We paid Chronicle Publishing $650 million in cash plus
3,888,788 shares of our Class A common stock. Chronicle Publishing subsequently
distributed these shares to its shareholders.
Share Repurchase Program. On June 27, 2000, we announced that our Board of
Directors had authorized the repurchase of up to $30 million of our Class A
common stock. We will make determinations regarding share repurchases from time
to time and such repurchases, if any, will be made in the open market, by block
purchase, or in privately negotiated transactions, subject to applicable legal
and other requirements. As of July 6, 2000, we had repurchased 100,000 shares
of our Class A common stock under this repurchase program.
3
<PAGE>
RISK FACTORS
Prospective investors should consider carefully the risk factors set forth
below as well as the other information contained or incorporated by reference
in this prospectus prior to making an investment in our Class A common stock.
Our significant indebtedness could impair our ability to operate our business
and pursue our business strategy
We have entered into a revised $800 million credit facility to finance the
cash consideration paid to Chronicle Publishing in our acquisition of KRON-TV
and BayTV, to pay the fees and expenses incurred in connection with the
acquisition, and to provide for working capital requirements and financing of
strategic acquisitions. The terms of the acquisition financings include
significant operating and financial restrictions, such as limits on our ability
to incur indebtedness, create liens, sell assets, engage in mergers or
consolidations, make investments and pay dividends. As a result of the
acquisition, we have substantial consolidated indebtedness. As of June 27,
2000, the day following the closing of the KRON-TV acquisition, we had
approximately $1.3 billion of consolidated indebtedness. In addition, we may
incur additional indebtedness under our $800 million credit facility in
connection with our continuing strategy of pursuing other strategic
acquisitions and expanding through internal growth. This indebtedness may have
important adverse consequences for Young, including the following:
. our ability to obtain additional financing for acquisitions, working
capital, capital expenditures or other purposes may be impaired or any
such financing may not be on terms favorable to us;
. interest expense may reduce the funds that would otherwise be available
to us for our operations and future business opportunities;
. a substantial decrease in net operating cash flows or an increase in
expenses could make it difficult for us to meet our debt service
requirements or force us to modify our operations;
. substantial leverage may place us at a competitive disadvantage and may
make us more vulnerable to a downturn in our business or the economy
generally;
. certain of our indebtedness will be at variable rates of interest, which
would cause us to be vulnerable to increases in interest rates; and
. certain of our indebtedness will be secured by substantially all of our
assets, reducing our ability to obtain additional financing.
In addition, our substantial indebtedness may have a negative effect on our
net income. For the year ended December 31, 1999, our net loss, on a pro forma
basis, as adjusted to give effect to the acquisition of KRON-TV and BayTV and
the financing of such acquisition, but excluding non-recurring items directly
attributable to the acquisition, would have been $54.3 million compared to the
historical amount for such period of $21.5 million. Pro forma net interest
expense would have been $122.3 million for the year ended December 31, 1999, as
compared to $63 million for the same year on a historical basis. For the three
months ended March 31, 2000, our net income, on a pro forma basis, as adjusted
to give effect to the acquisition of KRON-TV and BayTV and the financing of
such acquisition, but excluding non-recurring items directly attributable to
the acquisition, would have been $3.1 million compared to the historical amount
for such period of $9.9 million. Pro forma net interest expense would have been
$30.4 million for the three months ended March 31, 2000, as compared to $15.5
million for the same period on a historical basis.
4
<PAGE>
The terms of our indebtedness may restrict our business operations and our
ability to pursue our business strategies
At the time of our acquisition of KRON-TV and BayTV, we entered into a
revised $800 million senior credit facility with our current lenders. Our
revised credit facility agreement includes certain covenants that, among other
things, restrict:
. the making of investments, loans and advances and the paying of
dividends and other restricted payments;
. the incurrence of additional indebtedness;
. the granting of liens, other than certain permitted liens;
. mergers, consolidations, and sales of all or a substantial part of our
business or property;
. the sale of assets; and
. the making of capital expenditures.
We also are required to maintain certain financial ratios, including
interest coverage and leverage ratios. All of these restrictive covenants may
restrict our ability to expand or to pursue our business strategies. Our
ability to comply with these and other provisions of our revised credit
facility agreement may be affected by changes in economic or business
conditions, results of operations, or other events beyond our control. The
breach of any of these covenants could result in a default under our revised
credit facility agreement, in which case, depending on the actions taken by the
lenders thereunder or their successors or assignees, such lenders could elect
to declare all amounts borrowed under the revised credit facility, together
with accrued interest, to be due and payable, and we could be prohibited from
making payments with respect to other indebtedness until the default is cured
or all indebtedness under the revised credit facility is paid or satisfied in
full. If we were unable to repay such borrowings, such lenders could proceed
against their collateral. If the indebtedness under the revised credit facility
were to be accelerated, there can be no assurance that our assets would be
sufficient to repay in full such indebtedness and our other indebtedness.
Our principal sources of liquidity are cash flow from operations and
borrowings under our revised credit facility. Our principal uses of liquidity
under our revised credit facility are to finance working capital, meet debt
service requirements and finance strategic acquisitions. However, we may be
required to attempt to obtain other debt and/or equity financing to finance any
significant acquisitions in the future.
We may experience disruptions in our business if we acquire and integrate new
television stations
As part of our business strategy, we will continue to evaluate opportunities
to acquire television stations. There can be no assurance that we will find
attractive acquisition candidates or effectively manage the integration of
acquired stations into our existing business. If the expected operating
efficiencies from acquisitions do not materialize, if we fail to integrate new
stations or recently acquired stations into our existing business, or if the
costs of such integration exceed expectations, our operating results and
financial condition could be adversely affected. If we make acquisitions in the
future, we may need to incur more debt, issue more equity securities (which
could dilute the position of current stockholders), and we may incur contingent
liabilities and amortization expenses related to goodwill and other intangible
assets. Any of these occurrences could adversely affect our operating results
and financial condition.
We are dependent on our personnel, and the departure of one or more of our key
personnel could impair our ability to effectively operate our business or
pursue our business strategies
Our success is substantially dependent upon the retention of, and the
continued performance by, our senior management. The loss of the services of
Vincent J. Young, Chairman, Ronald J. Kwasnick, President, James A. Morgan,
Executive Vice President, or Deborah A. McDermott, Executive Vice President--
Operations, could have an adverse impact on us.
5
<PAGE>
We are dependent on networks for our programming, and the loss of one or more
of our network affiliations would disrupt our business and could have a
material adverse effect on our financial condition and results of operations by
reducing station revenue at the effected station(s)
Six of our twelve stations are affiliated with the ABC television network,
three are affiliated with the CBS television network, two are affiliated with
the NBC television network and one station is independent. The television
viewership levels for stations other than KCAL (Los Angeles, California), our
only independent television station, and BayTV, the 24-hour local news and
information channel in the San Francisco Bay area, are materially dependent
upon programming provided by these major networks and are particularly
dependent upon programming provided by the ABC network. Each of our stations
other than KCAL and BayTV is a party to an affiliation agreement with one of
the networks, giving the station the right to rebroadcast programs transmitted
by the network. The networks currently pay each affiliated station a fee for
each hour of network programming broadcast by the stations in exchange for the
networks' right to sell the majority of the commercial announcement time during
such programming.
As an independent station, KCAL purchases all of its programming, resulting
in proportionally higher programming costs for the station. We may be exposed
in the future to volatile or increased programming costs that may adversely
affect our operating results. Further, programs are usually purchased for
broadcasting for two to three year periods, making it difficult to accurately
predict how a program will perform. In some instances, programs must be
replaced before their cost has been fully amortized, resulting in write-offs
that increase station operating costs.
KRON-TV is currently affiliated with the NBC television network. In our
negotiations with Chronicle Publishing, we operated under the assumption that
this affiliation would not necessarily be extended past December 31, 2001, the
date on which the current affiliation agreement expires. On February 14, 2000,
NBC announced that it had entered into an affiliation agreement with Granite
Broadcasting Corporation and that the NBC affiliation agreement with KRON-TV
would not be renewed after its expiration on December 31, 2001. As a result, we
expect that KRON-TV will become an independent station and, in such case, it is
likely that KRON-TV will experience increased programming costs, which may
adversely affect our operating results.
Our business has been, and continues to be, subject to extensive governmental
legislation and regulation, which may restrict our ability to pursue our
business strategy and/or increase our operating expenses
Our television operations are subject to significant regulation by the
Federal Communications Commission under the Communications Act of 1934, as
amended. A television station may not operate without the authorization of the
FCC. Approval of the FCC is required for the issuance, renewal, and transfer of
station operating licenses. In particular, our business will be dependent upon
our ability to continue to hold television broadcasting licenses from the FCC.
FCC licenses generally have a term of eight years. While in the vast majority
of cases such licenses are renewed by the FCC, there can be no assurance that
our licenses will be renewed at their expiration dates or, if renewed, that the
renewal terms will be for the maximum permitted period. The non-renewal or
revocation of one or more of our primary FCC licenses could have a material
adverse effect on our operations.
Congress and the FCC currently have under consideration, and may in the
future adopt, new laws, regulations, and policies regarding a wide variety of
matters that could, directly or indirectly, affect the operation and ownership
of our broadcast properties. We are unable to predict the impact that any such
laws or regulations may have on our operations.
We operate in a very competitive business environment
We face competition from:
. cable television;
. new networks;
6
<PAGE>
. alternative methods of receiving and distributing television signals and
satellite delivered programs, including direct broadcast satellite
television systems;
. multipoint multichannel distributions systems, master antenna television
systems and satellite master antenna television systems; and
. other sources of news, information and entertainment such as off-air
television broadcast programming, streaming video broad over the
Internet, newspapers, movie theaters, live sporting events and home
video products, including videotape cassette recorders and digital video
disc players.
In addition to competing with other media outlets for audience share, we
also compete for advertising revenues that comprise the primary source of
revenues for our operating subsidiaries. Our stations compete for such
advertising revenues with other television stations in their respective
markets, as well as with other advertising media, such as newspapers, radio
stations, the Internet, magazines, outdoor advertising, transit advertising,
yellow page directories, direct mail and local cable systems.
Our television stations are located in highly competitive markets.
Accordingly, the results of our operations will be dependent upon the ability
of each station to compete successfully in its market, and there can be no
assurance that any one of our stations will be able to maintain or increase its
current audience share or revenue share. To the extent that certain of our
competitors have or may, in the future, obtain greater resources, our ability
to compete successfully in its broadcasting markets may be impeded.
Our business may be adversely affected by national and local economic
conditions that adversely affect advertising
The television industry is cyclical in nature. Because we rely upon sales of
advertising time at our stations for substantially all of our revenues, our
operating results are particularly susceptible to being affected by prevailing
economic conditions at both the national and regional levels. KRON-TV and KCAL,
together and individually, represent a significant portion of our revenues; our
operating results, therefore, are particularly susceptible to economic
conditions in the San Francisco and Los Angeles markets. Our revenues could be
adversely affected by a future national recessionary environment and, due to
the substantial portion of revenues derived from local advertisers, our
operating results in individual markets could be adversely affected by local or
regional economic downturns.
Management, as major stockholders, possesses unequal voting rights and control
Our common stock is divided into three classes with different voting rights
that allow for the maintenance of control by management. Each share of Class A
common stock is entitled to one vote, each share of Class B common stock is
entitled to ten votes, except for certain significant transactions for which
such shares are entitled to one vote per share, and shares of Class C common
stock are not entitled to vote except in connection with any change to our
certificate of incorporation that would adversely affect the rights of holders
of such common stock. As of June 30, 2000, there were no shares of Class C
common stock outstanding.
As of June 30, 2000, Adam Young and Vincent Young together beneficially
owned shares of Class A common stock and Class B common stock representing
approximately 51% of the total voting power of our common stock. As a result,
Adam Young and Vincent Young have control over the election of a majority of
our directors and, thus, over our operations and business. In addition, such
stockholders have the ability to prevent certain types of material
transactions, including a change of control.
The disproportionate voting rights of the Class A common stock relative to
the Class B common stock may make us a less attractive target for a takeover
than we otherwise might be, or render more difficult or discourage a merger
proposal or tender offer.
Sales of substantial amounts of our Class A common stock may negatively affect
share price
As a result of our acquisition of KRON-TV and BayTV, shareholders of
Chronicle Publishing own 3,888,788 shares of our Class A common stock
(approximately 22.3% of our outstanding shares of Class A
7
<PAGE>
and Class B common stock). Except for certain stockholders who may be
considered affiliates of Chronicle Publishing, the Chronicle Publishing
shareholders are free to sell such shares of Class A common stock. In addition,
this prospectus enables any affiliates of Chronicle Publishing to freely sell
or otherwise transfer their shares of Class A common stock. Sales of
substantial amounts of shares of our Class A common stock at one time or over
the course of a short period of time, or the perception that such sales could
occur, could adversely affect prevailing market prices of our Class A common
stock.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
We believe this document contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are subject to risks and uncertainties and are based on the beliefs
and assumptions of our management, based on information currently available to
them. When we use words such as "believes," "expects," "anticipates,"
"intends," "plans," "estimates," "should," "likely" or similar expressions, we
are making forward-looking statements. Forward-looking statements include the
information concerning possible or assumed future results of our operations set
forth under "Prospectus Summary" and "Risk Factors" or incorporated by
reference.
Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties, and assumptions. Our future results and stockholder
values may differ materially from those expressed in the forward-looking
statements. Many of the factors that will determine these results and values
are beyond our ability to control or predict. Stockholders are cautioned not to
put undue reliance on any forward-looking statements. For those statements, we
claim the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.
For a discussion of some of the factors that may cause actual results to
differ materially from those suggested by the forward-looking statements,
please read carefully the information under "Risk Factors" beginning on page 4.
In addition to the Risk Factors and other important factors discussed elsewhere
in this prospectus, you should understand that the following important factors
could affect our future results and could cause results to differ materially
from those suggested by the forward-looking statements:
. increased competitive pressures, which may affect our revenues and cash
flows, and our ability to maintain our market share and pricing goals;
. changes in economic conditions that may affect our operating and
programming costs;
. changes in United States and global financial and equity markets,
including significant interest rate fluctuations, which may increase the
cost of external financing for our operations;
. changes in laws or regulations, third party relations and approvals,
decisions of courts, regulators and governmental bodies, which may
adversely affect our business or ability to compete; and
. other risks and uncertainties as may be detailed from time to time in
our public announcements and SEC filings.
This list of factors that may affect future performance and the accuracy of
forward-looking statements is illustrative, but by no means exhaustive.
Accordingly, all forward-looking statements should be evaluated with the
understanding of their inherent uncertainty.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of our Class A
common stock offered by the selling stockholders.
8
<PAGE>
SELLING STOCKHOLDERS
This prospectus relates to our registration, for the account of the selling
stockholders, of an aggregate of 2,356,304 shares of our Class A common stock.
These shares are being registered pursuant to the terms of our agreement with
Chronicle Publishing relating to the acquisition of KRON-TV and BayTV.
We believe, based on information supplied by the following persons, that
except as noted, the persons named in this table have sole voting and
investment power with respect to all shares of Class A common stock that they
beneficially own. The last column in this table assumes the sale of all shares
of our Class A common stock offered by this prospectus.
<TABLE>
<CAPTION>
Shares of Class A
Common Stock Shares of Class A
Beneficially Shares of Common Stock
Owned Prior To Class A Beneficially Owned
Offering Common Stock After Offering
----------------- Offered By ---------------------
Names of Selling Selling
Stockholders* Number Stockholder Number Percent
---------------- ----------------- ------------ --------- ---------
<S> <C> <C> <C> <C>
Peter M. Folger, Trustee
of Conseulo Tobin
Martin Children's Trust
f/b/o Constance M.
Goodyear............... 23,764 23,764 0 0
Peter M. Folger, Trustee
of Conseulo Tobin
Martin Children's Trust
f/b/o Candyce Martin... 23,764 23,764 0 0
Peter M. Folger, Trustee
of Conseulo Tobin
Martin Children's Trust
f/b/o Francis A. Martin
III.................... 23,764 23,764 0 0
Peter M. Folger, Trustee
of Conseulo Tobin
Martin Children's Trust
f/b/o Helen M.
Spalding............... 23,764 23,764 0 0
Peter M. Folger, Trustee
of Conseulo Tobin
Martin Children's Trust
f/b/o Priscilla M.
Tamkin................. 23,764 23,764 0 0
Peter M. Folger,
Independent Trustee of
the Constance Martin
Goodyear 1997
Irrevocable Trust...... 41,151 41,151 0 0
Peter M. Folger,
Independent Trustee of
the Francis A. Martin
III 1997 Irrevocable
Trust.................. 51,439 51,439 0 0
Peter M. Folger, Trustee
of The Helen Martin
Spalding 1997
Irrevocable Trust...... 51,439 51,439 0 0
Peter M. Folger, as
Trustee of The Richard
T. Thieriot Children's
Trusts dated November
18, 1997............... 108,021 108,021 0 0
Peter M. Folger, Trustee
of The Francis A.
Martin III 1998
Irrevocable Trust...... 25,719 25,719 0 0
Peter M. Folger, Trustee
of The Priscilla Martin
Tamkin 1999 Irrevocable
Trust.................. 20,575 20,575 0 0
Peter M. Folger, Trustee
of The Candyce Martin
1999 Irrevocable
Trust.................. 20,575 20,575 0 0
Peter M. Folger, Trustee
of The Conseulo Tobin
Martin 1999 Irrevocable
Trust f/b/o Constance
Martin Goodyear........ 26,748 26,748 0 0
Peter M. Folger, Trustee
of The Conseulo Tobin
Martin 1999 Irrevocable
Trust f/b/o Francis
Augustus Martin, III... 26,748 26,748 0 0
</TABLE>
9
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<TABLE>
<CAPTION>
Shares of Class A
Common Stock Shares of Class A
Beneficially Shares of Common Stock
Owned Prior To Class A Beneficially Owned
Offering Common Stock After Offering
----------------- Offered By ---------------------
Names of Selling Selling
Stockholders* Number Stockholder Number Percent
---------------- ----------------- ------------ --------- ---------
<S> <C> <C> <C> <C>
Peter M. Folger, Trustee
of The Conseulo Tobin
Martin 1999 Irrevocable
Trust f/b/o Margaret
Candyce Martin......... 26,748 26,748 0 0
Peter M. Folger, Trustee
of The Conseulo Tobin
Martin 1999 Irrevocable
Trust f/b/o Helen
Martin Spalding........ 26,748 26,748 0 0
Peter M. Folger, Trustee
of The Conseulo Tobin
Martin 1999 Irrevocable
Trust f/b/o Priscilla
Martin Tamkin.......... 26,748 26,748 0 0
Peter M. Folger, as
Trustee of The Thieriot
Family Irrevocable
Trusts dated December
20, 1999............... 108,021 108,021 0 0
Patricia Tobin Kubal,
Trustee of the Patricia
Tobin Kubal Separate
Property Trust......... 15,431 15,431 0 0
Nan T. Mc Evoy.......... 674,056 674,056 0 0
Nion T. Mc Evoy, Trustee
of the Nion T. McEvoy
1998 GRAT.............. 77,775 77,775 0 0
Daniel M. Mosley,
Trustee u/a dated
January 1, 1998........ 194,439 194,439 0 0
Daniel M. Mosley,
Trustee of Nan T.
McEvoy 1997 GRAT....... 349,990 349,990 0 0
Helen M. Spalding, Sole
Trustee of Her Separate
Property Under The
Richard and Helen
Spalding Revocable
Trust dated 3/30/99.... 27,674 27,674 0 0
Peter D. Stent, Trustee
of the Peter D. Stent
Separate Property
Trust.................. 164,604 164,604 0 0
Charles C. Thieriot,
Trustee of the Charles
C. Thieriot Revocable
Trust Under Declaration
Dated February 27,
1991................... 172,835 172,835 0 0
</TABLE>
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* Each of the selling stockholders was affiliated with Chronicle Publishing.
None of such selling stockholders has been affiliated with us.
The sale of the selling stockholders' shares may be effected from time to
time in transactions, which may include block transactions by or for the
account of the selling stockholders, in the over-the-counter market or in
negotiated transactions, or through the writing of options on the selling
stockholders' shares, a combination of these methods of sale, or otherwise.
Sales may be made at fixed prices that may be changed, at market prices
prevailing at the time of sale, or at negotiated prices.
The selling stockholders may effect the transactions by selling their shares
directly to purchasers, through broker-dealers acting as agents for the selling
stockholders, or to broker-dealers who may purchase shares as principals and
thereafter sell the selling stockholders' shares from time to time in the over-
the-counter market, in negotiated transactions, or otherwise. In effecting
sales, brokers and dealers engaged by the selling stockholders may arrange for
other broker-dealers to participate in the resales. The selling stockholders
may enter into hedging transactions with broker-dealers, and in connection with
these transactions, broker-dealers may engage in short sales of the shares. The
selling stockholders may also sell shares short and deliver these shares to
close out their short positions. Selling stockholders may also enter into
option or other transactions with broker-dealers that involve the delivery of
these shares to the broker-dealers, who may then resell or
10
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otherwise transfer such shares. A selling stockholder may also pledge these
shares to a broker-dealer who, upon a default, may sell or otherwise transfer
these shares.
These broker-dealers, if any, may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholders and/or the
purchaser for whom such broker-dealers may act as agents or to whom they may
sell as principals or both, which compensation as to a particular broker-dealer
may be in excess of customary commissions.
The selling stockholders and broker-dealers, if any, acting in connection
with these sales might be deemed to be "underwriters" within the meaning of
section 2(11) of the Securities Act. Any commission they receive and any profit
upon the resale of the securities might be deemed to be underwriting discounts
and commissions under the Securities Act.
We have advised the selling stockholders that during such time as they may
be engaged in a distribution of the Class A common stock covered by this
prospectus they are required to comply with Regulation M promulgated under the
Securities Exchange Act. With certain exceptions, Regulation M precludes any
selling stockholder, any affiliated purchasers, and any broker-dealer or other
person who participates in such distribution from bidding for or purchasing, or
attempting to induce any person to bid for or purchase any security that is the
subject of the distribution until the entire distribution is complete.
Regulation M also prohibits any bids or purchases made in order to stabilize
the price of a security in connection with the distribution of that security.
All of the foregoing may affect the marketability of our Class A common stock.
Sales of any shares of Class A common stock by the selling stockholders may
depress the price of the Class A common stock.
Any securities covered by this prospectus that qualify for sale pursuant to
SEC Rule 144 under the Securities Act may be sold under that Rule rather than
pursuant to this prospectus.
There can be no assurance that the selling stockholders will sell any or all
of the shares of Class A common stock covered by this prospectus.
LEGAL MATTERS
The validity of the shares of our Class A common stock covered by this
prospectus has been passed upon by Cooperman Levitt Winikoff Lester & Newman,
P.C., New York, New York. Robert L. Winikoff, one our directors, is a member of
Cooperman Levitt Winikoff Lester & Newman, P.C. Certain members of such firm
own shares of our Class A common stock.
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EXPERTS
The consolidated financial statements of Young Broadcasting Inc. as of
December 31, 1999 and 1998 and for each of the three years in the period ended
December 31, 1999, and the combined financial statements of KRON-TV, a Division
of The Chronicle Publishing Company and BayTV Joint Venture as of December 31,
1999 and 1998 and for each of the three years in the period ended December 31,
1999, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such reports given on the authority of such firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a post-effective amendment to our registration statement on
Form S-3 to Form S-4 with the Securities and Exchange Commission relating to
the Class A common stock offered hereby. This prospectus does not contain all
of the information set forth in the registration statement and the exhibits and
schedules to the registration statement. Statements contained in this
prospectus as to the contents of any contract or other document referred to are
not necessarily complete and in each instance, we refer you to the copy of the
contract or other document filed as an exhibit to the registration statement,
each such statement being qualified in all respects by such reference.
For further information about us and the Class A common stock offered by
this prospectus, we refer you to the registration statement, exhibits and
schedules. A copy of the registration statement may be inspected by anyone
without charge at the public reference facilities maintained by the SEC in Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549; the Chicago Regional
Office, Suite 1400, 500 West Madison Street, Citicorp Center, Chicago, Illinois
60661; and the New York Regional Office, Suite 1300, 7 World Trade Center, New
York, New York 10048. Copies of all or any part of the registration statement
may be obtained from the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, upon payment of the prescribed fees. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The registration statement is also available
through the SEC's Web site at the following address: http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information we file with
it (File No. 0-25042), which means that we can disclose important information
to you by referring you to those documents. The information incorporated by
reference is considered to be part of this prospectus and information we file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
by us with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until the sale of all of the shares of Class A common
stock that are part of this offering. The documents we are incorporating by
reference are as follows:
. our Annual Report on Form 10-K for the year ended December 31, 1999;
. our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
. our joint proxy statement/prospectus, dated March 24, 2000;
. our joint proxy statement/prospectus supplement, dated June 22, 2000;
and
. the description of our Class A common stock contained in our
registration statement on Form 8-A dated October 28, 1994.
Any statement contained in a document that is incorporated by reference will
be modified or superseded for all purposes to the extent that a statement
contained in this prospectus (or in any other document that is subsequently
filed with the SEC and incorporated by reference) modifies or is contrary to
that previous
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<PAGE>
statement. Any statement so modified or superseded will not be deemed a part of
this prospectus except as so modified or superseded.
You may request a copy of these filings at no cost by writing or telephoning
our investor relations department at the following address and number:
Young Broadcasting Inc.
599 Lexington Avenue
New York, NY 10022
(212) 754-7070
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth various expenses which will be incurred in
connection with this offering as it relates to this Post-Effective Amendment to
this Registration Statement:
<TABLE>
<S> <C>
Accounting Fees and Expenses..................................... $ 5,000
Legal Fees and Expenses.......................................... 10,000
Miscellaneous Expenses........................................... 1,000
-------
Total.......................................................... $16,000
=======
</TABLE>
Item 15. 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.
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 as 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 Restated Certificate of Incorporation of Young Broadcasting
Inc. (the "Registrant") provides as follows:
The Registrant 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
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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 Registrant's Second Amended and Restated By-Laws
provides as follows:
The Registrant 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 Registrant or is or was serving, at the request of the Registrant,
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise.
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<S> <C>
4.1(a) Restated Certificate of Incorporation of Registrant (1)
Certificate of Amendment to Restated Certificate of Incorporation of Registrant
4.1(b) (2)
Certificate of Amendment to Restated Certificate of Incorporation of Registrant
4.1(c) (3)
4.1(d) Certificate of Amendment to Restated Certificate of Incorporation of Registrant
4.2 Second Amended and Restated By-laws of Registrant (1)
4.3 Specimen Stock Certificate (1)
5.1 Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C. (4)
23.1 Consent of Cooperman Levitt Winikoff Lester & Newman, P.C. (5)
23.2 Consent of Ernst & Young, LLP
24.1 Power of Attorney (6)
</TABLE>
--------
(1) Filed as an exhibit to Registrant's registration statement on Form S-1,
Registration No. 33-83336.
(2) Filed as an exhibit to Registrant's registration statement on Form S-4,
Registration No. 33-94192.
(3) Filed as an exhibit to Registrant's registration statement on Form S-4,
Registration No. 333-31429.
(4) Filed as an exhibit to Registrant's registration statement on Form S-4,
Registration No. 333-31156.
(5) Included in Exhibit 5.1.
(6) Comprised a portion of the signature page of the Registrant's registration
statement on Form S-4, Registration No. 333-31156.
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions or not applicable, and therefore have been omitted.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) 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.
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(4) That, for purposes of determining any liability under the Securities
Act of 1933 (the "Securities Act"), each filing of the Registrant's annual
report pursuant to Section 13(a) or 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 statement relating to the securities
offered therein, and the offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities
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 questions whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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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-3 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 the 7th day of July,
2000.
Young Broadcasting Inc.
<TABLE>
<S> <C>
/s/ Vincent J. Young
By: _______________________________________
Vincent J. Young, Chairman
</TABLE>
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Vincent J. Young Chairman and Director July 7, 2000
___________________________________________ (principal executive
Vincent J. Young officer)
* President and Director July 7, 2000
___________________________________________
Ronald J. Kwasnick
* Treasurer and Director July 7, 2000
___________________________________________
Adam Young
/s/ James A. Morgan Executive Vice President July 7, 2000
___________________________________________ (principal financial
James A. Morgan officer and principal
accounting officer)
* Director July 7, 2000
___________________________________________
Bernard F. Curry
* Director July 7, 2000
___________________________________________
Alfred J. Hickey, Jr.
* Director July 7, 2000
___________________________________________
David C. Lee
* Director July 7, 2000
___________________________________________
Leif Lomo
* Director July 7, 2000
___________________________________________
Robert L. Winikoff
/s/ Vincent J. Young
*By: ______________________________________
Vincent J. Young, as Attorney-in-Fact
July 7, 2000
</TABLE>
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