Item 5. Other Events
LIN Television Corporation, a Delaware corporation (the "Company") and
affiliates of Hicks, Muse, Tate & Furst Incorporated ("Hicks Muse") known as
Ranger Holdings Corp. and Ranger Acquisition Company have entered into an
amendment, dated as of October 21, 1997 (the "Merger Agreement"), to their
previously announced Agreement and Plan of Merger dated as of August 12, 1997
(the "Amendment"), pursuant to which Ranger Acquisition Company will
be merged with and into the Company (the "Merger"). Pursuant to the Amendment,
each outstanding share of common stock, par value $.01 per share,
of the Company ("Company Common Stock"), will be converted into the right to
receive $55.00 cash plus an incremental amount as set forth in the amended
Merger Agreement. The purchase price per share of Company Common Stock will
increase at the rate of 8% per annum (approximately $0.36 per share per
month) commencing on February 15, 1998, through the completion of the
transaction. A copy of the Amendment is attached hereto as Exhibit
2 and is incorporated herein by reference.
Completion of the Merger remains subject to various conditions, including
approval by the Federal Communications Commission of the transfer of the
Company's broadcast licenses, approval of the Merger by the holders of
a majority of the outstanding shares of Company Common Stock,
other than those shares (representing approximately 45 percent of the
outstanding shares) owned by AT&T Corp., present at the shareholders
meeting, and funding of the transaction under debt and equity commitments.
The Company may terminate the amended Merger Agreement prior to
receipt of shareholder approval and accept a proposal determined by its Board
of Directors to be more favorable to the shareholders of the Company than the
announced Merger, subject to the payment of a termination fee to Hicks Muse.
A copy of the Company's press release dated October 22, 1997 is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statement and Exhibits.
(c) Exhibits.
(2)--Amendment to Merger Agreement, dated as of October 21, 1997,
by and among Ranger Holdings Corp., Ranger Acquisition Company and LIN
Television Corporation.
(99.1)--Press Release of LIN Television Corporation, dated October
21, 1997.
<PAGE>
SIGNATURE
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 thereunto duly authorized.
LIN Television Corporation
Dated: October 22, 1997 By:/s/ Peter Maloney
Name: Peter E. Maloney
Title: Vice President-Finance
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Tab No.
2 Amendment to Merger Agreement, dated as of October 21, 1997, 1
by and among Ranger Holdings Corp., Ranger Acquisition
Company and LIN Television Corporation.
99.1 Press Release of LIN Television Corporation, dated October 2
22, 1997.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) October 21, 1997
LIN Television Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-25206 13-3581627
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
Four Richmond Square, Suite 200 02906
Providence, Rhode Island (Zip Code)
(Address of principal executive
office)
Registrant's telephone number, including area code (401) 454-2880
Exhibit 2
AMENDMENT TO MERGER AGREEMENT
AMENDMENT (this "Amendment"), dated as of October 21, 1997, to the
Agreement and Plan of Merger dated as of August 12, 1997 (the "Agreement")
among RANGER HOLDINGS CORP., a Delaware corporation ("Parent"), RANGER
ACQUISITION COMPANY, a Delaware corporation and a wholly owned subsidiary of
Parent ("Sub"), and LIN TELEVISION CORPORATION, a Delaware corporation (the
"Company").
W I T N E S S E T H:
WHEREAS, the parties hereto desire to amend the Agreement; and
WHEREAS, Section 7.5 of the Agreement permits amendments to the
Agreement by written instrument signed by the parties to such amendment.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the parties hereto agree as follows:
Capitalized terms not defined herein which are used herein shall be as
defined in the Agreement.
ARTICLE I.
AMENDMENTS TO THE AGREEMENT
Section 1.1 Merger Consideration. Section 2.1(c) of the Agreement
is hereby amended by substituting "$55.00" in place of "$47.50".
Section 1.2 Additional Amounts. Section 2.1(e)(i) of the
Agreement is hereby amended to read in its entirety as follows:
"(i) The amount of cash to which holders of issued and
outstanding shares of Company Common Stock shall be
entitled pursuant to Section 2.1(c) shall be increased by
an additional amount per share equal to $55.00 multiplied
by a fraction (A) the numerator of which shall be equal
to the Applicable Rate (as defined below) multiplied by
the number of days from and including February 15, 1998
(the "Accretion Start Date"), to but excluding the date
on which the Effective Time occurs and (B) the
denominator of which shall be 365."
Section 1.3 Amendments to the Representations.
(a) The second paragraph of Section 3.1(a) of the Agreement is
hereby amended by (i) replacing the language "and (ii)" with ", (ii)" and
(ii) inserting the following in the second sentence thereof after the phrase
"FCC rule making proceeding or other action":
"and (iii) any suit, action, claim or proceeding of any
kind brought by or on behalf of any shareholder of the
Company relating to any of the transactions contemplated
by this Agreement, the PMVG Agreement, the Shareholder
Agreements or the WOOD Agreement"
<PAGE>
(b) Section 3.1(t)(i) of the Agreement is hereby amended by
inserting in the second parenthetical thereof after the words "other than"
the following:
"any amendment to this Agreement, any agreements relating
to the Venture (as defined in Section 4.6),"
(c) Section 3.2(f) of the Agreement is hereby amended by (i)
replacing the word "and" before the words "Chase Securities" with a comma and
(ii) inserting the words "and Greenhill & Co. LLC" after "Chase Securities,
Inc."
Section 1.4 Financing. Section 3.2(e) of the Agreement is hereby
amended by:
(a) deleting the first sentence of Section 3.2(e) in its entirety
and replacing it with the following:
"Parent and Sub have delivered to the Company true and
complete copies of: (i) a binding commitment letter from
Hicks, Muse, Tate & Furst Equity Fund III, L.P., a
Delaware limited partnership ("Fund III") to provide
equity financing in an amount not less than $835 million
to provide Parent and Sub a portion of the funds
necessary to consummate the transactions contemplated
hereby and (ii) a binding commitment letter or letters
from The Chase Manhattan Bank, N.A. and/or Chase
Securities, Inc. to provide debt financing in an amount
not less than $1.255 billion in the aggregate to provide
Parent and Sub all remaining funds necessary to
consummate the transactions contemplated hereby
(collectively, the "Commitment Letters")"; and
(b) inserting the following sentence after the last sentence of
Section 3.2(e):
"Notwithstanding the foregoing, if Parent delivers the
Venture Notice (as defined in Section 4.6), Parent and
Sub shall deliver concurrently therewith alternative
binding commitment letters (the "Alternative
Commitments") to the Company (i) to provide equity
financing from Fund III in an amount not less than $750
million, (ii) to provide debt financing from Chase
Manhattan Bank, N.A. and/or Chase Securities, Inc., in an
amount not less than $520 million in the aggregate and
(iii) to provide debt financing from General Electric
Capital Corporation or one of its affiliates in an amount
not less than $815.5 million."
Section 1.5 Amendment to Section 4.1. The first paragraph of
Section 4.1 of the Agreement is hereby amended by substituting the
parenthetical "(including Section 4.2)" for the first parenthetical thereof.
Section 1.6 Joint Venture Option. The Agreement is hereby amended
to insert the following Section 4.6:
<PAGE>
"SECTION 4.6 Joint Venture Option. If Parent so requests in
writing (the "Venture Notice") prior to the fifteenth (15th) business
day following the date on which FCC approval of the FCC Application with
respect to the transfer of the FCC Licenses of television station KXAS-
TV to an entity controlled by NBC shall have become final, then the
Company, without the payment of any additional Merger Consideration,
will take all actions necessary or reasonably advisable, including,
without limitation, executing and performing its obligations under the
definitive documentation which shall be in form and substance reasonably
satisfactory to the Company, to implement prior to the Effective Time
(i) a television station joint venture (the "Venture") involving certain
assets owned by LIN Television of Texas, L.P. and certain assets owned
by a subsidiary of National Broadcasting Company, Inc. ("NBC") and (ii)
the financing thereof, in each case in the manner described in that
certain Letter Agreement Regarding Proposed Television Station Joint
Venture and Asset Sale, dated October 21, 1997 (the "Letter Agreement")
among Parent and NBC, a true and complete copy of which has been
provided to the Company. Promptly upon execution of this Amendment, the
Company will cooperate with Parent in filing all materials necessary to
obtain FCC approval in connection with the Venture, whether or not the
Venture Notice has been delivered to the Company. The obligation of the
Company to execute the definitive documentation relating to the Venture
is expressly conditioned upon there being included in such
documentation: (a) an indemnity substantially in the form set forth in
Section 13 of the Letter Agreement and (b) an agreement setting forth
the mechanism for the unwind of the Venture, substantially in the form
set forth in Section 13 of the Letter Agreement. Upon written request
of Parent, the Company agrees to waive the condition to closing set
forth in Section 6.1(c) with respect to the transfer of the FCC Licenses
pertaining to the ownership and operation of the television station
KXAS-TV by an entity controlled by NBC. In connection with the Letter
Agreement, the Company has been provided with a true and complete copy
of NBC's consent, pursuant to the Network Agreements between the Company
and/or its affiliates and NBC and/or its affiliates (the "NBC Network
Agreements"), to the transfer of control of the FCC Licenses of the
Company Stations covered by such Network Agreements to Parent or its
affiliate upon consummation of the Merger. If the transactions set
forth in Sections 4(a) and 4(b) of the Letter Agreement shall not have
occurred on or prior to May 1, 1998, then the Company's obligations set
forth in this Section 4.6 shall thereafter terminate and this Section
4.6 shall be of no further force and effect."
Section 1.7 Amendment to Section 5.1. Section 5.1 of the
Agreement shall be amended by replacing the phrase "On or prior to December
31, 1997" with "On or prior to January 15, 1998"
Section 1.8 Access to Information; Confidentiality. Section 5.2
of the Agreement is hereby amended by:
(a) inserting the following sentence immediately following the
first sentence thereof:
"The Company acknowledges and agrees that, for the
purpose of this Section 5.2 and in relation to the
operations, business and assets of television stations
KXAS-TV and KXTX-TV, NBC shall be deemed to be one of
<PAGE>
Parent's financing sources with respect to the
transactions contemplated by this Agreement"; and
(b) inserting the following phrase at the end of the second
sentence thereof:
", provided, that the Company hereby consents to the
disclosure by Parent to NBC of the Evaluation Material
(as defined in the Confidentiality Agreement) relating
to the operations, business and assets of television
stations KXAS-TV and KXTX-TV."
Section 1.9 Superior Proposal. Section 5.3(d)(ii) of the
Agreement is hereby amended to (a) insert the phrase "on or after October 22"
following the phrase "made by a third party" and (b) insert the phrase "after
giving effect to the Amendment" following the phrase "the Merger."
Section 1.10 Definitive Financing Documents. Section 5.11 of the
Agreement is hereby amended by deleting the first two sentences thereof in
their entirety.
Section 1.11 Conditions. (a) Section 6.1(c) of the Agreement is
hereby amended by deleting the second sentence thereof in its entirety and
replacing it with the following:
"For purposes of this Agreement, FCC Approval of the FCC
Application shall be deemed to be final if the FCC has
taken action (i) approving the transfer of the FCC
Licenses for the ownership and operation of the Company
Stations pursuant to the Merger and (ii) if Parent has
delivered the Venture Notice, approving the transfer of
the FCC Licenses for the ownership and operation of
television station KXAS-TV as contemplated by the Letter
Agreement, which in the case of each such approval has
not been reversed, stayed, enjoined, set aside, annulled
or suspended, with respect to which no timely request for
stay, petition for reconsideration or appeal or sua
sponte action of the FCC with comparable effect is
pending and as to which the time for filing any such
request, petition or appeal or for the taking of any such
sua sponte action by the FCC has expired, provided, that
the requirement that such FCC Approval must be final may
be (A) waived in writing by Parent or (B) waived in
writing by the Company with respect to the transfer of
the FCC Licenses pertaining to television station KXAS-TV
(which waiver may only be effected if requested by Parent
pursuant to Section 4.6); and, provided further, that the
requirement that final FCC Approval with respect to the
transfer of the FCC Licenses for the ownership and
operation of television station KXAS-TV by an entity
controlled by NBC shall not be a closing condition if
such final approval shall not have been obtained by May
1, 1998."
(b) Section 6.2(d) of the Agreement is hereby amended by inserting
the following sentence after the last sentence thereof:
<PAGE>
"The Company and Parent acknowledge in connection with
the foregoing that a true, correct and complete copy of
NBC's consent, under the NBC Network Agreements, to the
transfer of control of the FCC Licenses of the Company
Stations covered by the NBC Network Agreements to Parent
or its affiliate in connection with the Merger has been
delivered to the Company."
Section 1.12 Termination Date.
(a) Section 7.1(e) of the Agreement is hereby amended by deleting
"May 12, 1998" and replacing it with "June 30, 1998."
(b) Section 7.1(g) of the Agreement is hereby amended by replacing
"January 15, 1998" with "January 31, 1998".
(c) Section 7.1(j) of the Agreement is hereby amended by deleting
subclause (ii) thereof and renumbering subclause (iii) as new subclause (ii).
Section 1.13 Fees and Expenses. (a) Section 7.3(b)(i) of the
Agreement is hereby amended to read in its entirety as follows:
"(i) if Parent terminates this Agreement under Section
7.1(g), the Company shall pay Parent upon such
termination (A) $64 million as an alternative transaction
fee (the "Termination Fee") plus (B) $10 million as
reimbursement of the expenses of Parent and Sub, provided
that Parent will present statements documenting the
expenses referenced in clause (B) to the Company within
five (5) business days following such termination,
together with a refund of any amounts which are not
supported by such documentation"; and
(b) Section 7.3(b)(iii) of the Agreement is hereby amended by
substituting "$10 million" in place of "$4 million."
Section 1.14 Amendment to Section 8.5. Section 8.5 of the
Agreement shall be amended by adding prior to the words "the Confidentiality
Agreement" the first time they appear the following:
"the Letter Agreement, the Shareholders Agreements"
Section 1.15 Effect of the Venture. The Agreement is hereby
amended to insert the following Section 8.12:
"Section 8.12 Effect of the Venture. Any actions taken by the
Company to implement the Venture pursuant to, and consistent with, its
obligations under Section 4.6 of the Agreement (and the results thereof)
shall not (i) constitute a breach of any representation, warranty or
covenant under the Agreement, (ii) be taken into account in determining
whether there has been or may be a Material Adverse Effect on the
Company and (iii) in any respect be the basis for Parent or Sub having
the right to terminate the Agreement."
Section 1.16 References to Financing Documents. The Agreement
shall be amended by replacing the words "Financing Documents" with the words
<PAGE>
"Commitment Letters and Alternative Commitments" in Sections 5.11, 6.2(c),
7.1(i) and 7.1(j) of the Agreement.
ARTICLE II
MISCELLANEOUS
Section 2.1 Definitions. Capitalized terms used in this Amendment
and not defined herein shall have the meanings ascribed thereto in the
Agreement.
Section 2.2 Effect of Amendment. Except as expressly amended by
this Amendment, the provisions of the Agreement shall remain unchanged and in
full force and effect.
Section 2.3 Governing Law. This Amendment shall be governed by
and interpreted in accordance with the laws of the State of Delaware,
regardless of the laws that might otherwise govern under applicable
principles of conflicts of laws thereof.
Section 2.4 Counterparts. This Amendment may be executed in
counterparts, each of which shall be an original and all of which shall
together constitute one and the same instrument.
[SIGNATURES BEGIN ON NEXT PAGE]
<PAGE>
IN WITNESS WHEREOF, Parent, Sub and the Company have caused this
Amendment to be executed as of the date first written above by their
respective officers thereunto duly authorized to execute the same by their
respective Boards of Directors.
RANGER HOLDINGS CORP.
By: /s/ Michael Levitt
Michael J. Levitt
Vice President
RANGER ACQUISITION COMPANY
By: /s/ Michael Levitt
Michael J. Levitt
Vice President
LIN TELEVISION CORPORATION
By: /s/ Peter Maloney
Peter Maloney
Vice President, Finance
Exhibit 99.1
LIN TELEVISION MERGER
CONSIDERATION INCREASED TO
$55 PER SHARE
Providence, R.I. and Dallas, TX -- October 22, 1997 -- LIN Television
Corporation and Hicks, Muse, Tate & Furst Incorporated today announced that
the previously announced merger agreement between LIN and Hicks
Muse has been amended to increase the consideration to be paid for each
LIN share to $55 in cash plus interest at the rate of 8% per annum
(approximately $0.36 per share per month) from February 15, 1998 through
the completion of the transaction. The total transaction value is
approximately $1.9 billion.
The merger agreement was unanimously approved by the LIN Board of
Directors.
It is expected that a meeting of LIN stockholders to vote on the merger
is expected to take place in January 1998. If the merger is approved by LIN
stockholders and other conditions are satisfied, the transaction is expected
to close early in 1998.
Completion of the transaction is subject to various conditions,
including approval by the Federal Communications Commission of the transfer
of LIN's broadcast licenses, approval of the merger by the holders of a
majority of the outstanding shares of LIN common stock, other than those
shares (representing approximately 45 percent of the outstanding shares)
owned by AT&T Corp., present at the stockholders meeting, and funding of the
transaction under debt and equity commitments. AT&T has agreed that it will
vote its LIN shares in favor of the merger only if the merger is approved by
the holders of a majority of the outstanding LIN shares, other than those
owned by AT&T, present at the stockholders meeting. Cook Inlet
Communications Corp., the holder of approximately 5 percent of the
outstanding LIN shares, has agreed to vote the shares it holds at the time of
the stockholders meeting in favor of the merger. LIN may terminate the
merger agreement prior to receipt of stockholder approval and accept a
proposal determined by its Board of Directors to be more favorable to the LIN
stockholders than the announced merger agreement, subject to the payment of a
termination fee to Hicks Muse.
Following completion of the transaction, LIN will retain its name,
Providence, R.I., headquarters, all station personnel and its management
team. That team has built LIN into one of the nation's most successful,
technologically advanced and highly regarded television broadcasting groups,
with an industry-leading consolidated broadcast cash flow margin of 48
percent.
As previously announced, Hicks Muse and National Broadcasting Company
have entered into a letter agreement which contemplates the formation of a
partnership to hold KXAS-TV, Channel 5, in Dallas, TX and KNSD-TV, Channels 7
and 39 in San Diego, CA. NBC will hold a majority interest in the
partnership and manage both stations. NBC has agreed to keep its affiliation
agreements with LIN in effect following the completion of the LIN merger.
Contacts:
LIN Television Corporation
Deb Jacobson
Vice President & Treasurer
401-457-9403
The Abernathy Group
Rob Lerner/Linda LeFever
212-371-5999
Hicks, Muse, Tate & Furst
Roy Winnick
Kekst & Company
212-521-4842
