BANKERS TRUST NEW YORK CORP, SC 13D, 1996-06-25

BANKERS TRUST NEW YORK CORP
SC 13D, 1996-06-25
STATE COMMERCIAL BANKS

Previous: BANCROFT CONVERTIBLE FUND INC, NSAR-A, 1996-06-25

Next: ALL-COMM MEDIA CORP, SC 13D, 1996-06-25

<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. ____* )

Sinclair Broadcast Group, Inc..
------------------------------------------------
(Name of Issuer)

Class A Common Stock, $0.01 par value
------------------------------------------------
(Title of Class of Securities)

829266 10 9
------------------------------------------------------
(CUSIP Number)

Mr. James T. Byrne, Jr.
Office of the Secretary
Bankers Trust New York Corporation
280 Park Avenue, New York, NY 10017
Tel. (212) 250-1869
--------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications

May 31 , 1996 *
--------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

Check the following box if a fee is being paid with this statement [ X ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

__________________
*See Item 1.
<PAGE>

SCHEDULE 13D

CUSIP NO. 829266 10 9
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Pyramid Ventures, Inc.
EIN No. 13-3407479
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC (See Item 3)
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
[ X ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
- --------------------------------------------------------------------------------

NUMBERS OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY _________________________________________________
OWNED BY EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH 0
_________________________________________________

9. SOLE DISPOSITIVE POWER
0
_________________________________________________

10. SHARED DISPOSITIVE POWER
0

- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ X ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------

<PAGE>

SCHEDULE 13D

OO (See Item 3)
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)

[ X ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

New York
- --------------------------------------------------------------------------------

NUMBERS OF 7. SOLE VOTING POWER
SHARES 1,800
BENEFICIALLY ________________________________________________
OWNED BY EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH 0
________________________________________________

9. SOLE DISPOSITIVE POWER
1,800
________________________________________________

10. SHARED DISPOSITIVE POWER
0

- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,800
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

.02%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
BK, IA
- --------------------------------------------------------------------------------

<PAGE>

SCHEDULE 13D

CUSIP NO. 829266 10 9
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust International plc
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC (See Item 3)
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)

[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom
- --------------------------------------------------------------------------------

NUMBERS OF 7. SOLE VOTING POWER
SHARES 9,707
BENEFICIALLY _________________________________________________
OWNED BY EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH 0
_________________________________________________

9. SOLE DISPOSITIVE POWER
9,707
_________________________________________________

10. SHARED DISPOSITIVE POWER
0

- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,707
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.09%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------

<PAGE>

SCHEDULE 13D

CUSIP NO. 829266 10 9
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BT Securities Corporation
EIN No. 13-3311934
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC (See Item 3)
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
[ X ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
- --------------------------------------------------------------------------------

NUMBERS OF 7. SOLE VOTING POWER
SHARES 2,507
BENEFICIALLY _________________________________________________
OWNED BY EACH
REPORTING 8. SHARED VOTING POWER
PERSON WITH 0
_________________________________________________

9. SOLE DISPOSITIVE POWER
2,507
_________________________________________________

10. SHARED DISPOSITIVE POWER
0

- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,507
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.02%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
BD
- --------------------------------------------------------------------------------

<PAGE>

SCHEDULE 13D

CUSIP NO. 829266 10 9
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust New York Corporation EIN No. 13-6180473
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC, BK (See Item 3)
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ X ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------

NUMBERS OF 7. SOLE VOTING POWER
SHARES 0/1/
BENEFICIALLY ___________________________________________
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING ___________________________________________
PERSON WITH 9. SOLE DISPOSITIVE POWER
0*
___________________________________________
10. SHARED DISPOSITIVE POWER
0

- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0*
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------

/1/*Pyramid Ventures, Inc.and Bankers Trust International plc are indirect
wholly-owned subsidiaries of Bankers Trust New York Corporation. Bankers
Trust Company and BT Securities, Inc. are direct wholly-owned subsidiaries
of Bankers Trust New York Corporation. As a result, Bankers Trust New York
Corporation may be deemed to be the indirect beneficial owner of the
shares of Common Stock beneficially owned by Pyramid Ventures, Inc.,
Bankers Trust Company, BT Securities Corporation and Bankers Trust
International plc.

<PAGE>

ITEM 1. SECURITY AND ISSUER.

This statement relates to the Class A Common Stock, par value $.01
per share ("Common Stock"), of Sinclair Broadcast Group, Inc., a Maryland
------------
corporation (the "Issuer"). The principal executive offices of the Issuer
------
are located at 2000 W. 41st Street, Baltimore, Maryland 21211.

ITEM 2. IDENTITY AND BACKGROUND.

Item 2(a) through (c); Item 2(f).
--------------------------------

This statement is being filed by (i) Pyramid Ventures, Inc., a
Delaware corporation ("Pyramid"), with respect to shares of Common Stock
-------
which may be deemed to be beneficially owned by it/1/; (ii) Bankers Trust
Company, a New York banking corporation ("BTCo."), with respect to shares of
-----
Common Stock beneficially held as fiduciary on behalf of its customers; (iii)
Bankers Trust International plc, a United Kingdom company ("BTI") with
---
respect to shares of Common Stock beneficially owned by it as principal; (iv)
BT Securities Corporation, a Delaware corporation ("BT Securities"), with
-------------
respect to shares of Common Stock beneficially owned by it as principal and
acquired by it in the ordinary course of business in market making
transactions; and (v) Bankers Trust New York Corporation, a New York
corporation ("BTNY"), which as a parent of each of Pyramid, BTCo, BTI and BT
----
Securities may be deemed to be the indirect beneficial owner of the shares of
Common Stock owned by Pyramid, BtCo.,BTI, and BT Securities.

BTCo. is a wholly-owned subsidiary of BTNY Pyramid is an indirect
wholly-owned subsidiary of BTNY. BTI is an indirect wholly-owned subsidiary
of BTNY through, among other wholly-owned subsidiaries, BTCo. BT Securities
is an indirect wholly-owned subsidiary of BTNY. Each of BTCo., BTI and BT
Securities is referred to from time to

/1/ As described in Item 4, Pyramid is a limited partner in River City
Broadcasting, L.P., a Delaware limited partnership (the "Partnership") which
-----------
acquired, as described in Item 4, shares of Series A Exchangeable Preferred
Stock of the Issuer. Pyramid is also a party to the Consent Agreement, dated
as of April 10, 1996, among the parties listed therein (the "Consent
-------
Agreement"), also described in Item 4. As a result of being a limited
---------
partner in the Partnership and a party to the Consent Agreement, Pyramid may
be deemed to be a member of either (i) a "group" with the other parties to
the Consent Agreement or (ii) a "group" with the other partners of the
Partnership for purposes of Section 13(d) of the Securities Exchange Act of
1934 (the "Exchange Act") and the rules and regulations thereunder. Pyramid
------------
hereby specifically disclaims its possible status as a member of a group for
purposes of Section 13(d) and disclaims beneficial ownership of any shares of
Common Stock beneficially owned by the Partnership or by any other party to
the Consent Agreement.

<PAGE>

time as a "Purchaser". Attached hereto as Annex A is a chart showing the
---------
ownership relationship among Pyramid and the Purchasers.

The principal business of Pyramid is as an investment firm
investing in management buyouts, venture capital opportunities and mezzanine
financing. The principal business of BTCo. is as a bank. The principal
business of BTI is as a United Kingdom bank. The principal business of BT
Securities is as a broker-dealer. BTNY is a registered bank holding company.

The address of the principal business and principal office of
Pyramid and BT Securities is 130 Liberty Street, New York, New York 10006.
The address of the principal business and principal office of BTCo. and of
BTNY is 280 Park Avenue, New York, New York 10017. The address of the
principal business and principal office of BTI is 1 Appold Street, Broadgate,
London, EC2A 2HE.

The name, citizenship, business or residence address, principal
occupation or employment, and name, principal business and address of any
corporation or organization in which such employment is conducted of each
director and executive officer of Pyramid, each Purchaser, and BTNY is set
forth in Annex B attached hereto and incorporated into this Item 2 by
reference.

Items 2(d) and (e).
------------------

Except as disclosed in Annex C hereto, none of Pyramid or any
Purchaser, or BTNY, or, to the knowledge of Pyramid and each Purchaser, any
of the persons identified in Annex B, have during the past five years been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Pyramid is limited partner of River City Broadcasting, L.P. , a
Delaware limited partnership (the "Partnership"). Pyramid acquired the
-----------
interest in the Partnership on September 3, 1993; funds used in the
acquisition came from working capital.

Pursuant to the Amended and Restated Asset Purchase Agreement (the
"Purchase Agreement"), dated as of April 10, 1996, as amended and restated as
------------------
of May 31, 1996, by and between the Partnership and the Issuer, as assigned
to and assumed by certain wholly-owned subsidiaries of the Issuer, the Issuer
purchased substantially all of the assets of the Partnership (the

"Acquisition"). In partial consideration for the Acquisition, the Issuer
------------
issued an aggregate of 1,150,000 shares of its Series A Exchangeable
Preferred Stock (the

<PAGE>

"Exchangeable Preferred Stock") to the Partnership. The Exchangeable
----------------------------
Preferred Stock is exchangeable, upon certain conditions satisfaction of
which are probable, into shares of Series B Convertible Preferred Stock of
the Issuer (the "Convertible Preferred Stock"). The Convertible Preferred
---------------------------
Stock of the Issuer is convertible at a price of $27.50 per share into
approximately 556,346 shares of Common Stock of the Issuer.

Pyramid is a party to a Consent Agreement, dated as of April 10,
1996 (the "Consent Agreement"), among certain holders of interests in the
-----------------
Partnership. As such, because it may be deemed to be a member of a group
consisting of the parties to the Consent Agreement, Pyramid may be deemed for
purposes of Rule 16a-1(a)(1) to beneficially own all shares of Series B
Convertible Preferred Stock owned by the Partnership and by any of the
parties to the Consent Agreement. Two parties to the Consent Agreement,
Baker Communications, Inc. and Barry Baker, have the right to acquire and
beneficially own an aggregate of 4,873,036 shares of Common Stock (the "BCI
---
Shares"). As of June 21, 1996, the BCI Shares constituted 43.7% of the Common
------
Stock issued and outstanding. Pyramid disclaims beneficial ownership of any
interest in the BCI Shares and Pyramid's potential status as a beneficial
owner of more than 5% of the Common Stock of the Issuer.

BTCo. acquired the 1,800 shares of Common Stock reported herein in
the open market as fiduciary on behalf of its customers, using customer
funds.

BTI acquired the 9,707 shares of Common Stock reported herein as
principal, using its working capital to acquire such shares of Common Stock.

BT Securities acquired the 2,507 shares of Common Stock that it
holds on the date hereof in the ordinary course of business in market making
transactions. BT Securities used working capital to acquire such shares of
Common Stock.

ITEM 4. PURPOSE OF TRANSACTION.

Shares of the Series A Exchangeable Preferred Stock (and the
underlying Common Stock) to which this Statement relates were acquired by the
Partnership as partial consideration for substantially all of its assets and
will be held for investment purposes, subject to the exchange thereof for
Series B Convertible Preferred Stock and subsequent conversion thereof for
Common Stock.

The Purchasers have acquired the shares of Common Stock reported
herein for investment purposes or in connection with market making
activities.

As of the date of this Statement on Schedule 13D, none of Pyramid
or the Purchasers has any present plans or proposals which relate to or would
result in the events described in parts (a) through (j) of Item 4 of Schedule
13D, other than the following:

<PAGE>

1. The acquisition of the assets of the Partnership by the Issuer
was financed in part by a $1.0 billion credit facility arranged by Chase
Manhattan Bank, N.A. (the "Credit Facility"). BTCo. is a Managing Agent and
---------------
lender in the Credit Facility with a $28 million commitment under the
facility. The credit agreement contains various affirmative and negative
covenants which restrict the Issuer's business and operations, including the
payment of dividends, the acquisition and issuance of equity securities and
mergers, consolidations, and sales or other dispositions of assets.

2. Pyramid, BTCo., BT Securities, and BTI expect to evaluate on an
ongoing basis the Issuer's financial condition and prospects and their
respective interests in, and intentions with respect to, the Issuer. Each of
Pyramid and the Purchasers reserves the right to change its plans and
intentions at any time, as it deems appropriate. In particular, each of
Pyramid, BTCo., BTI and BT Securities may at any time and from time to time
acquire additional shares of Common Stock or securities convertible or
exchangeable for Common Stock and may dispose of shares of Common Stock. Any
such transactions may be effected at any time and from time to time. To the
knowledge of Pyramid, BTCo., BTI, and BT Securities, each of the persons
listed on Annex B hereto may make the same evaluation and may have the same
reservations.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) Pyramid is a party to the Consent Agreement with other
partners of the Partnership. The other parties include Better
Communications, Inc. ("BCI"), Barry Baker ("Baker"), Larry D. Marcus, Marcus
--- -----
Investment, L.P., Boston Ventures Limited Partnership IV, Boston Ventures
Limited Partnership IVA, BancBoston Capital, Inc., and BancBoston
Investments, Inc. (the "Partnership Group"). As of the date hereof, none of
-----------------
the parties to the Consent Agreement other than BCI and Baker have the right
to acquire any shares of Common Stock or have any beneficial interest in any
shares of Common Stock, although Pyramid, because of its affiliate
relationship with the Purchasers, may be deemed to have beneficial interest
in the shares of Common Stock in which the Purchasers have a beneficial
interest. As of June 19, 1996, the aggregate number of shares in which
affiliates of Pyramid have a beneficial interest equals 14,014 representing
.13% of the issued and outstanding shares of Common Stock.

BCI and Baker, together with River City Broadcasting, L.P., have
filed a joint Statement on Schedule 13D, pursuant to which they have claimed
that Baker may be deemed to beneficially own 4,873,036 shares of Common
Stock, which when issued will represent approximately 43.7% of the issued and
outstanding shares of Common Stock, and that beneficial ownership of Common
Stock may be attributed to the partners of the Partnership which own shares
of Common Stock. None of the parties, including Pyramid, are entitled,
without the consent of the Partnership's General Partners, to receive any

<PAGE>

shares of Exchangeable Preferred Stock or Convertible Preferred Stock for two
years. (See Exhibit 7.02). Therefore, Pyramid does not have any beneficial
interest in the ownership of shares of Common Stock to which the partners of
the Partnership may ultimately be entitled to receive. The Consent Agreement
which is filed as Exhibit 7.02 hereto is incorporated by reference in this
Item 5. Pyramid, and each of the Purchasers as affiliates of Pyramid,
specifically disclaims any beneficial ownership of any shares of Common Stock
of the Issuer held by members of group consisting of partners of the
Partnership or the parties to the Consent Agreement.

BTCo. beneficially owns 1,800 shares of Common Stock as fiduciary
on behalf of its customers, constituting .02% of the issued and outstanding
shares of Common Stock of the Issuer.

BTI beneficially owns 9,707 shares of Common Stock as principal,
constituting .09% of the issued and outstanding shares of Common Stock of the
Issuer.

BT Securities beneficially owns 2,507 shares of Common Stock as
principal, constituting .02% of the issued and outstanding shares of Common
Stock.

As a parent of each of the Purchasers, BTNY may be deemed to be the
indirect beneficial owner of the shares of Common Stock owned by the
Purchasers.

To the best knowledge and belief of the Purchasers, none of the
persons listed on Annex B hereto beneficially owns any shares of Common
Stock.

(b) Pyramid cannot vote or direct the vote, or dispose or direct
the disposition of any shares of Common Stock of the Issuer. Pyramid
disclaims the power to vote or direct the vote, and disclaims the power to
dispose or to direct the disposition of, any shares of the Common Stock of
the Issuer owned by the other partners of the Partnership or the shares of
the Common Stock of the Issuer owned by the other parties to the Consent
Agreement.

Each Purchaser has sole power to vote and dispose of the shares of
Common Stock beneficially owned by it.

(c) Annex D hereto sets forth all transactions in shares of Common
Stock that were effected during the past sixty days by the persons referred
to in paragraph (a).

(d) The customers on whose behalf BTCo. holds the shares of Common
Stock reported herein have the right to receive the dividends from, or the
proceeds from the sale of, such shares of Common Stock. Otherwise, no person
other than the persons described in paragraph (a) has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock beneficially owned by it.

<PAGE>

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.

Pyramid is a party to the Consent Agreement with the other partners of
the Partnership as described in Item 4. Pursuant to the Consent Agreement,
the parties thereto have agreed to restrict the disposition of shares of the
Issuer's Common Stock which may, subject to certain conditions, be
distributed to such parties in accordance with the terms of the Partnership
Agreement. No Purchaser is a party to any contract, arrangement,
understanding or relationship involving the shares of Common Stock.

The foregoing description of the Consent Agreement is qualified in
its entirety by reference to the Consent Agreement, a copy of which is
included herein as Exhibit 7.02, and is specifically incorporated in this
Item 6 by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

7.01. Joint filing statement pursuant to Rule 13d-1(f)(1).

7.02. Consent Agreement.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

Date: June 25, 1996

Signature: BANKERS TRUST NEW YORK CORPORATION

By: /s/ James T. Byrne, Jr.
------------------------------------
Name: James T. Byrne, Jr.
Title: Senior Vice President

<PAGE>

ANNEX A

BANKERS TRUST NEW YORK CORPORATION

Owns 100% of Owns 100% of Owns 100% of

BT Securities Corporation BT Holdings (New York), Inc. Bankers Trust Company

Owns 100% of Owns 100% of

Pyramid Ventures, Inc. Bankers International
Corporation

Owns 100% of

BT Holdings (Europe) Ltd.

Owns 100% of

BT Holdings (UK) Ltd.

Owns 100% of

Bankers Trust
International plc

<PAGE>

ANNEX B
BANKERS TRUST NEW YORK CORPORATION
BANKERS TRUST COMPANY

The following sets forth the name, mailing address, occupation or
principal business affiliation and citizenship of each director and executive
officer of BTNY. Unless otherwise indicated, each individual listed below is
also a director or executive officer of BTCo. To the best knowledge and
belief of BTNY and BTCo., none of the following persons beneficially owns any
shares of Common Stock.

Occupation or Principal
Name and Mail Address Business Affiliation Citizenship
- --------------------- -------------------- -----------

<S> <C> <C>
DIRECTORS
---------

George B. Beitzel Retired Senior Vice President and U.S.
29 King Street Director
Chappaqua, NY 10514-3432 International Business Machines
Corporation

Phillip A. Griffiths Chairman U.S.
Institute for Advanced Study Institute for Advanced Study
Olden Lane
Princeton, NJ 08540

William R. Howell Chairman of the Board U.S.
J.C. Penney Company, Inc. J.C. Penney Company, Inc.
P.O. Box 10001
Dallas, TX 75301-0001

Jon M. Huntsman Chairman and Chief Executive Officer U.S.
Huntsman Corporation Huntsman Chemical Corporation
500 Huntsman Way
Salt Lake City, UT 84108

Vernon E. Jordan, Jr. Senior Partner U.S.
Akin, Gump, Strauss, Hauer & Feld, Akin, Gump, Strauss, Hauer & Feld, LLP
LLP
1333 New Hampshire Avenue, N.W.
Suite 400
Washington D.C. 20036
</TABLE>

<PAGE>

<TABLE>

<S> <C> <C>
Hamish Maxwell Retired Chairman and Chief Executive U.S.
Philip Morris Companies, Inc. Officer
100 Park Avenue Philip Morris Companies Inc.
New York, NY 10017

Frank N. Newman Chairman of the Board and Chief U.S.
Bankers Trust Company Executive Officer and President
130 Liberty Street Bankers Trust Company;
New York, NY 10006 Chairman of the Board and Chief
Executive Officer and President
Bankers Trust New York Corporation

N.J. Nicholas Jr. Investor U.S.
15 West 53rd Street, #34F
New York, NY 10019

Russell E. Palmer Chairman and Chief Executive Officer U.S.
The Palmer Group The Palmer Group
3600 Market Street
Suite 530
Philadelphia, PA 19104

Patricia Carry Stewart Former Vice President U.S.
Bankers Trust Company The Edna McConnell Clark Foundation
c/o Office of the Secretary
130 Liberty Street
New York, NY 10006

George J. Vojta Vice Chairman U.S.
Bankers Trust Company Bankers Trust Company and
130 Liberty Street Bankers Trust New York Corporation
New York, NY 10006

Donald L. Staheli Chairman and Chief Executive Officer U.S.
Continental Grain Company United States Continental Grain Company
277 Park Avenue, 50th Floor
New York, NY 10172

EXECUTIVE OFFICERS
------------------

Geoffrey M. Fletcher Managing Director and Principal U.S.
Bankers Trust Company Accounting Officer
130 Liberty Street Bankers Trust Company;
New York, NY 10006 Senior Vice President and Principal
Accounting Officer
Bankers Trust New York Corporation
</TABLE>

<PAGE>

<TABLE>

<S> <C> <C>
Joseph A. Manganello, Jr. Managing Director and Chief Credit U.S.
Bankers Trust Company Officer
130 Liberty Street Bankers Trust Company;
New York, NY 10006 Executive Vice President and Chief Credit
Officer
Bankers Trust New York Corporation

Richard H. Daniel Managing Director, Chief Financial U.S.
Bankers Trust Company Officer and Controller
130 Liberty Street Bankers Trust Company;
New York, NY 10006 Executive Vice President, Chief Financial
Officer and Controller
Bankers Trust New York Corporation

Melvin A. Yellin Managing Director and General Counsel U.S.
Bankers Trust Company Bankers Trust Company;
130 Liberty Street Executive Vice President and General
New York, NY 10006 Counsel
Bankers Trust New York Corporation

Mark Bieler Managing Director U.S.
Bankers Trust Company Bankers Trust Company;
130 Liberty Street Executive Vice President
New York, NY 10006 Bankers Trust New York Corporation

Christian Marie Yves De Balmann Chairman U.S., France
Bankers Trust Company Bankers Trust International PLC;
1 Appold Street Managing Director
Broadgate, 4th Floor Bankers Trust Company;
London, EC2A 2HE Senior Vice President
Bankers Trust New York Corporation

R. Kelly Doherty Managing Director U.S.
Bankers Trust Company Bankers Trust Company;
130 Liberty Street Senior Vice President
New York, NY 10006 Bankers Trust New York Corporation

Robert A. Ferguson Executive Vice President Australia
Bankers Trust Australia Limited Bankers Trust Australia Limited;
Level 15, The Chifley Tower Managing Director
2 Chifley Square Bankers Trust Company;
Sydney, N.S.W. 2000 Senior Vice President
Australia Bankers Trust New York Corporation

Alexander P. Frick Managing Director U.S.
Bankers Trust Company Bankers Trust Company;
130 Liberty Street Senior Vice President
New York, NY 10006 Bankers Trust New York Corporation
</TABLE>

<PAGE>

<TABLE>

<S> <C> <C>
B.J. Kingdon Managing Director U.S.
Bankers Trust Company Bankers Trust Company;
130 Liberty Street Senior Vice President
New York, NY 10006 Bankers Trust New York Corporation

Ian Martin Executive Vice President Australia
Bankers Trust Australia Limited Bankers Trust Australia Limited;
Level 15, The Chifley Tower Senior Vice President
2 Chifley Square Bankers Trust New York Corporation
Sydney, N.S.W. 2000
Australia

Rodney A. McLauchlan Managing Director U.S.
BT Securities Corporation BT Securities Corporation;
130 Liberty Street Senior Vice President
New York, NY 10006 Bankers Trust New York Corporation

Timothy S. Rattray Managing Director U.S.
Bankers Trust Company Bankers Trust Company;
Two Pacific Place Senior Vice President
36th Floor Bankers Trust New York Corporation
88 Queensway
Hong Kong

J. Edward Virtue Managing Director U.S.
BT Securities Corporation BT Securities Corporation;
130 Liberty Street Senior Vice President
New York, NY 10006 Bankers Trust New York Corporation
</TABLE>

<PAGE>

BANKERS TRUST INTERNATIONAL PLC

The following sets forth the name, mailing address, occupation or
principal business affiliation and citizenship of each director and executive
officer of BTI. To the best knowledge and belief of BTI, none of the
following persons beneficially owns any shares of Common Stock.

Name and Mail Address Occupation or Principal Citizenship
- ----------------------- Business Affiliation ------------
--------------------
<S> <C> <C>

Christian Marie Yves Chairman; U.S., France
De Balmann Managing Director
Bankers Trust Company Bankers Trust Company;
1 Appold Street Senior Vice President
Broadgate, 4th Floor Bankers Trust New York Corporation
London, EC2A 2HE

Philippe Souviron Vice Chairman; France
Bankers Trust Company Head of Client Coverage Europe and
1 Appold Street European County Management
Broadgate, 4th Floor
London, EC2A 2HE

Brian R. Cook President and Chief Operating Officer, U.K.
Bankers Trust Company Executive Director, Head of Global
1 Appold Street Network Management and Control, Head
Broadgate, 4th Floor of Global Real Estate and Security
London, EC2A 2HE

Achilles O. Macris Executive Director, Head of FX Client U.S.
Bankers Trust Company Trading Services
1 Appold Street
Broadgate, 4th Floor
London, EC2A 2HE

Stephen J. Harper Executive Director, Head of Financial Canada
Bankers Trust Company Institutions Merchant Bank (Canadian)
1 Appold Street
Broadgate, 4th Floor
London, EC2A 2HE
</TABLE>

<PAGE>

<TABLE>

<S> <C> <C>
Yoav Tamir Executive Director, Head of Market Risk Israel
Bankers Trust Company London
1 Appold Street
Broadgate, 4th Floor
London, EC2A 2HE

Nicholas C. Riley Executive Director, Head of Financial U.K.
Bankers Trust Company Services Ops. London
1 Appold Street
Broadgate, 4th Floor
London, EC2A 2HE

Paul D. Smith Executive Director, Head of Product U.S.
Bankers Trust Company Control, Investment Banking & Risk
1 Appold Street Management
Broadgate, 4th Floor
London, EC2A 2HE

Alan Greatbatch Executive Director, Compliance Officer, U.K.
Bankers Trust Company Head of Compliance Europe
1 Appold Street
Broadgate, 4th Floor
London, EC2A 2HE

Nicholas D. Harrison Executive Director, Global Network U.K.
Bankers Trust Company Management and Control Europe
1 Appold Street
Broadgate, 4th Floor
London, EC2A 2HE

Andrew M. Graham Executive Director, Controller, U.K.
Bankers Trust Company Controller
1 Appold Street Europe
Broadgate, 4th Floor
London, EC2A 2HE

Matthew J. Hale Executive Director, Treasury Europe U.K.
Bankers Trust Company
1 Appold Street
Broadgate, 4th Floor
London, EC2A 2HE

William G. Ronai Executive Director, Credit Europe U.S.
Bankers Trust Company
1 Appold Street
Broadgate, 4th Floor
London, EC2A 2HE
</TABLE>

<PAGE>

<TABLE>

<S> <C> <C>
Graham Clempson Executive Director, Head of Structured U.K.
Bankers Trust Company Finance, London
1 Appold Street
Broadgate, 4th Floor
London, EC2A 2HE
</TABLE>

<PAGE>

BT SECURITIES CORPORATION

The following sets forth the name, mailing address, occupation or
principal business affiliation and citizenship of each director and executive
officer of BT Securities. To the best knowledge and belief of BT Securities,
none of the following persons beneficially owns any shares of Common Stock.

Name and Mailing Address Occupation or Principal Citizenship
------------------------ Business Affiliation -----------
--------------------

<S> <C> <C>
DIRECTORS
---------

Howard M. Schneider President and CEO U.S.
BT Securities Corporation BT Securities Corporation
130 Liberty Street
New York, New York 10006

Marie Bitetti Director, Managing Director U.S.
BT Securities Corporation BT Securities Corporation
130 Liberty Street
New York, New York 10006

Geralyn A. Fitzgerald Director, Managing Director U.S.
BT Securities Corporation BT Securities Corporation
130 Liberty Street
New York, New York 10006

Kevin R. Flach Director, Managing Director U.S.
BT Securities Corporation BT Securities Corporation
130 Liberty Street
New York, New York 10006

David W. Gittings Director, Managing Director U.S.
BT Securities Corporation BT Securities Corporation
130 Liberty Street
New York, New York 10006

Richard M. Gunthel Director, Managing Director U.S.
BT Securities Corporation BT Securities Corporation
130 Liberty Street
New York, New York 10006

John P. Hardt Director, Vice President, U.S.
BT Securities Corporation Treasurer
130 Liberty Street BT Securities Corporation
New York, New York 10006
</TABLE>

<PAGE>

<TABLE>

<S> <C> <C>
Terence J. Mogan Director, Managing U.S.
BT Securities Corporation Director,
130 Liberty Street Chief Credit Officer
New York, New York 10006 BT Securities Corporation

Thomas Quane Director, Managing U.S.
BT Securities Corporation Director,
130 Liberty Street Controller
New York, New York 10006 BT Securities Corporation

Peter D. Scutt Director, Managing Director U.S.
BT Securities Corporation BT Securities Corporation
130 Liberty Street
New York, New York 10006

James E. Virtue Director, Managing Director U.S.
BT Securities Corporation BT Securities Corporation
130 Liberty Street
New York, New York 10006

Frank Vulpi Director, Managing U.S.
BT Securities Corporation Director,
130 Liberty Street Chief Operating Officer
New York, New York 10006 BT Securities Corporation

John R. Zacamy Director, Managing Director U.S.
BT Securities Corporation BT Securities Corporation
130 Liberty Street
New York, New York 10006
</TABLE>

<PAGE>

PYRAMID VENTURES, INC.

The following sets forth the name, mailing address, occupation or
principal business affiliation and citizenship of each director and executive
officer of Pyramid Ventures, Inc. To the best knowledge and belief of Pyramid
Ventures, none of the following persons beneficially owns any shares of
Common Stock.

Occupation or Principal
Name and Mail Address Business Affiliation Citizenship
--------------------- --------------------- -----------

DIRECTORS
---------

Joseph T. Wood President and Director, U.S.
Bankers Trust Company Pyramid Ventures, Inc.;
130 Liberty Street, 25th Floor Senior Vice President, Bankers Trust
New York, NY 10006 New York Corporation

Joseph A. Manganello, Jr. Vice President and Director, U.S.
Bankers Trust Company Pyramid Ventures, Inc.;
130 Liberty Street Managing Director and Chief Credit
New York, NY 10006 Officer, Bankers Trust Company;
Executive Vice President and Chief
Credit Officer, Bankers Trust New York
Corporation

Brian Talbot Director, Secretary and Treasurer, U.S.
Bankers Trust Company Pyramid Ventures, Inc.
130 Liberty Street
New York, NY 10006
</TABLE>

<PAGE>

ANNEX C

BTCo., BTNY and BT Securities Corporation are subject to a Written
Agreement, dated December 4, 1994 (the "Written Agreement"), with the Federal
-----------------
Reserve Bank of New York and a Memorandum of Understanding, dated December
21, 1994 (the "Memorandum"), with the New York State Banking Department. The
---------
Written Agreement and Memorandum are described in BTNY's Forms 8-K, dated
December 4, 1994 and January 19, 1994, respectively. These Forms 8-K are
hereby incorporated by reference into this Annex C.

BT Securities is also subject to an Order, dated December 22, 1994,
of the Securities and Exchange Commission and an Order dated December 22,
1994, of the Commodity Futures Trading Commission. These Orders are included
in and described in BTNY's Form 8-K, dated December 22, 1994. This Form 8-K
is hereby incorporated by reference into this Annex C.

<PAGE>

ANNEX D

Except as set forth below, none of Pyramid, BTCo., BTI or BT
Securities had any transactions in shares of Common Stock within the last 60
days. BT Securities in the ordinary course of business makes a market in the
shares of Common Stock and had the following transactions in shares of Common
Stock during the sixty days prior to the filing of this Schedule 13D. All of
such transactions were made in the open market and for cash.

Trade Date Transaction Quantity Price
---------- ----------- -------- -------
11-Apr-1996 Purchase 12000 31.5417

11-Apr-1996 Sale 11150 31.0325

12-Apr-1996 Purchase 12000 31.3177

12-Apr-1996 Sale 13500 31.9259

15-Apr-1996 Purchase 3525 32.6312

16-Apr-1996 Purchase 76 32.5000

16-Apr-1996 Sale 1000 33.5000

17-Apr-1996 Sale 2000 33.5000

17-Apr-1996 Purchase 4075 34.0613

18-Apr-1996 Sale 300 33.5000

19-Apr-1996 Purchase 10000 33.4375

19-Apr-1996 Sale 12186 33.6372

22-Apr-1996 Sale 3000 35.8333

22-Apr-1996 Purchase 1000 36.6250

23-Apr-1996 Sale 3100 36.6774

23-Apr-1996 Purchase 4000 36.8125

26-Apr-1996 Sale 1000 37.5000

29-Apr-1996 Purchase 2000 38.2500

29-Apr-1996 Sale 1000 38.0000

30-Apr-1996 Sale 2100 38.0000

<PAGE>

Trade Date Transaction Quantity Price
---------- ----------- -------- -------
01-May-1996 Sale 2200 38.2955

01-May-1996 Purchase 2500 37.7500

02-May-1996 Purchase 10500 40.0119

02-May-1996 Sale 12405 40.3025

03-May-1996 Purchase 8000 40.9375

03-May-1996 Sale 7400 41.9088

06-May-1996 Sale 3000 42.2500

06-May-1996 Purchase 5000 42.0000

08-May-1996 Sale 48 42.2500

09-May-1996 Sale 400 42.2500

13-May-1996 Sale 500 41.7500

13-May-1996 Purchase 1400 40.6071

14-May-1996 Purchase 100 40.2500

15-May-1996 Purchase 170 40.2500

15-May-1996 Sale 25 41.7500

22-May-1996 Purchase 1100 40.2500

23-May-1996 Sale 1000 40.5000

28-May-1996 Purchase 3000 38.5833

29-May-1996 Purchase 8100 35.1512

29-May-1996 Sale 10413 35.9482

30-May-1996 Sale 1300 37.2500

31-May-1996 Purchase 100 37.0000

03-Jun-1996 Purchase 25000 37.5000

03-Jun-1996 Sale 19100 37.7952

04-Jun-1996 Purchase 6900 37.5000

04-June-1996 Sale 2400 38.0000

<PAGE>

Trade Date Transaction Quantity Price
---------- ----------- -------- -------
05-June-1996 Sale 2500 37.6250

07-June-1996 Purchase 1000 37.0000

07-June-1996 Sale 5400 37.3079

11-June-1996 Purchase 200 37.2500

12-June-1996 Sale 4000 37.8438

12-June-1996 Purchase 1500 37.2500

14-June-1996 Sale 500 38.7500

20 June 1996 Purchase 800 38.750

<PAGE>

EXHIBIT INDEX

DOCUMENT
- --------

7.01. Joint filing statement pursuant to Rule 13d-1(f)(1).

7.02. Consent Agreement, dated as of April 10, 1996.

<PAGE>

EXHIBIT 7.01

JOINT FILING STATEMENT

Pursuant to Rule 13d-1(f)(1), each of the undersigned hereby consents to the
joint filing of a statement on Schedule 13D with respect to shares of Class A
Common Stock, $0.01 par value, of Sinclair Broadcasting Group, Inc., on
behalf of each of them.

Date: June 25, 1996

Signature: BANKERS TRUST NEW YORK CORPORATION

By: /s/ James T. Byrne, Jr.
-----------------------------------
Name: James T. Byrne, Jr.
Title: Senior Vice President

Signature: PYRAMID VENTURES, INC.

By: /s/ Brian Talbot
-----------------------------------
Name: Brian Talbot
Title: Secretary/Treasurer

Signature: BANKERS TRUST COMPANY

By: /s/ James T. Byrne, Jr.
-----------------------------------
Name: James T. Byrne, Jr.
Title: Senior Vice President

Signature: BANKERS TRUST INTERNATIONAL PLC
.

By: /s/ James T. Byrne, Jr.
-----------------------------------
Name: James T. Byrne, Jr.
Title: Senior Vice President

<PAGE>

Signature: BT SECURITIES CORPORATION

By:
/s/ Thomas Quane
____________________________________
Name: Thomas Quane
Title: Controller

<PAGE>

EXHIBIT 7.02

CONSENT AGREEMENT
-----------------

THIS CONSENT AGREEMENT ("Agreement") is executed as of June 7, 1996, but
is dated and effective as of the 10th day of April, 1996, by and among Better
Communications, Inc. ("General Partner"), Barry Baker ("Baker"), Larry D.
Marcus ("Marcus"), Marcus Investments, L.P., Boston Ventures Limited
Partnership IV ("BVIV"), Boston Ventures Limited Partnership IVA ("BVIVA")
(BVIV and BVIVA referred to collectively as "BV"), BancBoston Capital, Inc.
("BBC"), BancBoston Investments Inc. ("BBI") (BBC and BBI referred to
collectively as "BancBoston") and Pyramid Ventures, Inc. ("Pyramid").

RECITALS:
--------

A. Pursuant to the terms of the Amended and Restated Asset Purchase
Agreement (the "Purchase Agreement"), dated as of April 10, 1996 and amended
and restated as of May 31, 1996, by and between River City Broadcasting,
L.P., a Delaware limited partnership (the "Partnership") and Sinclair
Broadcast Group, Inc., a Maryland corporation ("SBG"), the Partnership
acquired on May 31, 1996 (the "Closing Date") shares of Exchangeable
Preferred Stock (as defined in the Purchase Agreement) which is exchangeable,
upon certain conditions, into shares of Convertible Preferred Stock of SBG.

B. The parties hereto desire to set forth their agreement generally
regarding the disposition of shares of Convertible Preferred Stock.

E. Capitalized terms used herein which are not otherwise defined shall
have the meaning set forth in the Second Amended and Restated Agreement of
Limited Partnership of River City Broadcasting, L.P. dated as of September 3,
1993, as amended (the "Partnership Agreement").

NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and other good and valuable consideration, the

<PAGE>

receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

1. The parties hereto agree that the Partnership shall hold and not
distribute to the Partners the Exchangeable Preferred Stock; provided that if
the Exchangeable Preferred Stock (as defined in the Purchase Agreement) has
not been exchanged for the Convertible Preferred Stock (as defined in the
Purchase Agreement) within 24 months after Closing, the General Partner may
distribute the Exchangeable Preferred Stock to the Partners in accordance
with the terms of the Partnership Agreement, as amended by the Fourth
Amendment, subject to compliance with applicable securities laws (including
without limitation, requiring Partners to deliver to Sinclair Broadcast
Group, Inc. such representation letters and stockholders questionnaires as it
may reasonably request) and subject to the provisions of Exhibit A hereto.

2. The parties hereto agree that following receipt of the Convertible
Preferred Stock, the Partnership shall distribute such stock to the Partners
in accordance with the terms of the Partnership Agreement, as amended by the
Fourth Amendment, subject to compliance with applicable securities laws
(including without limitation, requiring Partners to deliver to Sinclair
Broadcast Group, Inc. such representation letters and stockholders
questionnaires as it may reasonably request) and subject to the provisions of
Exhibit A hereto.

3. Each of the parties hereto agree that dispositions of the stock in
Sinclair Broadcast Group, Inc. (whether Exchangeable, Preferred, Convertible
Preferred Stock or Common Stock) and exercise of registration rights in
connection therewith shall be governed by the provisions of Exhibit A hereto.

4. Assignments. This Agreement shall not be assigned by any party
-----------
hereto without the prior written consent of the other parties; provided that
without the consent of the other parties, this Agreement may be assigned to
(i) any Person controlling, controlled by, or under common control with the
assigning party; and (ii) the estate or executors, conservators, legatees or
heirs of a party hereto.

5. Further Assurances. Subject to the terms and conditions of this
------------------
Agreement, from time to time after the date hereof, each party hereto will
use commercially reasonable efforts to take, or cause to be taken, all such
actions and to do or cause to be done, all things, necessary, proper or
advisable

<PAGE>

under applicable laws and regulations to consummate and make effective the
matters contemplated hereby, including executing and delivering such
documents as the other party being advised by counsel shall reasonably
request in connection with this Agreement.

6. Notices. All notices, demands and other communications which may
-------
or are required to be given hereunder or with respect hereto shall be in
writing, shall be delivered personally or sent by nationally recognized
overnight delivery service, charges prepaid, or by registered or certified
mail, return-receipt requested, or by facsimile transmission, and shall be
deemed to have been given or made when personally delivered, the next
business day after delivery to such overnight delivery service, when
dispatched by facsimile transmission, five (5) days after deposited in the
mail, first class postage prepaid as set forth on Exhibit B hereto.

7. Captions. The captions of this Agreement are for convenience
--------
only, and shall not control or affect the meaning or construction of any of
the provisions of this Agreement.

8. Law Governing. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED,
-------------
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE WITHOUT REFERENCE TO ITS
PRINCIPLES OF CONFLICT OF LAWS.

9. Counterparts. This Agreement may be executed in two (2) or more
------------
counterparts, and all counterparts so executed shall constitute one (1)
agreement binding on all of the parties hereto, notwithstanding that all the
parties are not signatory to the same counterpart.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have set their hands as of the
day and year written above.

BETTER COMMUNICATIONS, INC.

By: /S/ BARRY BAKER
-------------------
Name: Barry Baker
Title: President

/S/ BARRY BAKER
----------------------------------------
BARRY BAKER

/S/ LARRY D. MARCUS
----------------------------------------
LARRY D. MARCUS

MARCUS INVESTMENTS, L.P.

By: /S/ LARRY D. MARCUS
------------------------------
Larry D. Marcus, General
Partner

BOSTON VENTURES LIMITED PARTNERSHIP IV

By: Boston Ventures Company Limited
Partnership IV, General Partner

By: /S/ ROY F. COPPEDGE III
------------------------------
Name: Roy F. Coppedge III
Title: General Partner

<PAGE>

BOSTON VENTURES LIMITED PARTNERSHIP IV-A

By: Boston Ventures Company Limited
Partnership IV, General Partner

By: /S/ ROY F. COPPEDGE III
------------------------------
Name: Roy F. Coppedge III
Title: General Partner

BANCBOSTON CAPITAL, INC.

By: /S/ SANFORD ANSTEY
------------------------------
Name: Sanford Antsey
Title: Managing Director

BANCBOSTON INVESTMENTS, INC.

By: /S/ SANFORD ANSTEY
------------------------------
Name: Sanford Antsey
Title: Managing Director

PYRAMID VENTURES, INC.

By: /S/ JOSEPH T. WOOD
------------------------------
Name: Joseph T. Wood
Title: President

<PAGE>

EXHIBIT A

Limitations on Disposition of Stock
-----------------------------------

1. (a) For two years after the closing under the Asset Purchase
Agreement, unless the General Partner and BV otherwise agree to a shorter
period then, subject to the provisions of Paragraph 1(b) below, the
Partnership will hold (i) all Exchangeable Preferred Stock and (ii) all
Convertible Preferred Stock attributable to the interests in the Partnership
held by the parties to the Consent Agreement, and the General Partner, with
BV approval, will make all decisions regarding (1) conversion of the
Convertible Preferred Stock; (2) registration pursuant to the Registration
Rights Agreement and/or disposition of the Exchangeable Preferred Stock,
Convertible Preferred Stock and any underlying common stock and any common
stock held by Barry Baker from time to time; and (3) any exercise of voting,
put or other rights under or relating to the Exchangeable Preferred Stock or
the Convertible Preferred Stock. The Convertible Preferred Stock for
partners other than the parties to the Consent Agreement may be distributed
to such partners in accordance with their interests in the Partnership in
accordance with the provisions of the Partnership Agreement, as determined by
the General Partner with the consent of BV.

(b) During the two year period referred to in clause (a) above, if
a party to the Consent Agreement requests a distribution of such party's
share of Convertible Preferred Stock in connection with a proposed sale of
such stock by such party to be consummated within 10 days following receipt
of stock certificates by such party evidencing the common stock into which
such Convertible Preferred Stock has been converted, which conversion shall
have been promptly requested by such party, the General Partner and BV shall
consider such request and shall grant such request unless the General Partner
and BV, acting in good faith, determine that such sale (taking into account
participation by other parties to the Consent Agreement in such distribution
and subsequent sale) would have a material detrimental impact upon the price
of the Class A common stock of Sinclair Broadcast Group, Inc.; provided that
if subsequent conversion and sale of the stock do not take place within such
10 day period, the stock shall be returned to the Partnership and shall again
be subject to the provisions hereof. If such request is granted or deemed
granted pursuant to paragraph 7, the

<PAGE>

Partnership will give the other parties to the Consent Agreement an
opportunity to participate in such distribution subject to the same
conditions as provided in the preceding sentence.

(c) The General Partner and BV shall use reasonable business
efforts to effect a distribution to the parties to the Consent Agreement
prior to the expiration of the two year period referred to in clause (a)
above, so long as: (i) the General Partner and BV shall not in good faith
determine that it could have a material adverse effect upon any of the
parties; (ii) the parties to the Consent Agreement execute documentation
satisfactory to the General Partner and BV that provides to the parties to
the Consent Agreement in effect substantially identical rights as provided
for herein and without imposing any additional material obligations,
restrictions or material adverse effect on any party hereto, including
pursuant to any applicable securities laws; (iii) compliance with the letter
agreement referred to in Paragraph 8 below; and (iv) compliance with all
applicable securities and other laws (including, without limitation, the
Hart-Scott-Rodino Act).

2. At the end of two years after the closing under the Asset Purchase
Agreement, the Exchangeable Preferred Stock, the Convertible Preferred Stock
and any other stock of Sinclair Broadcast Group, Inc. held by the Partnership
shall be distributed (i) to the partners of the Partnership in the case of
the Exchangeable Preferred Stock; (ii) to the parties to the Consent
Agreement in the case of the Convertible Preferred Stock; and (iii) to the
appropriate parties based on ownership interests in the case of any other
stock of Sinclair Broadcast Group, Inc. held by the Partnership at any time,
subject to compliance with applicable securities and other laws, including
provision of representation letters and stockholder questionnaires to
Sinclair Broadcast Group, Inc., as it may reasonably request.

3. In addition to sales pursuant to Paragraph 1(b) above, for a period
of three months after the second anniversary of the closing under the Asset
Purchase Agreement, holders of such stock may sell in a public sale or sales
(including a sale pursuant to Rule 144 under the Securities Act of 1933 but
excluding Rule 144A transactions of the type described in Paragraph 5 below)
an amount for such holder, during the three month period, that shall not
exceed, for all such sales by such holder during such period, 50,000 shares
or such greater number of shares as the General Partner and BV shall approve.

4. In addition to the rights under Paragraph 3 above, upon receipt of
the stock from the Partnership, holders of more than

<PAGE>

1,000,000 of the shares of common stock at the time of exercise, subject to
the terms of the Registration Rights Agreement, exercise a right to cause an
underwritten public offering of shares; provided that all other holders of
stock received from the Partnership shall have the right to piggyback on such
demand and all holders of shares (including the party initiating the
offering) shall have the right to sell shares on a proportionate basis based
on the number of shares of stock held by each participating party to the
total shares of all such participating parties

5. Any private sale of stock or sale of stock to a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act of
1933) in a transaction not reported by NASDAQ shall be conditioned upon the
transferee becoming a party to this Consent Agreement and to be bound by the
terms of the Consent Agreement, pursuant to documentation reasonably approved
by the General Partner. Any such sale shall not be subject to the provisions
of Paragraph 1(b) above.

6. Without changing their respective ownership interests in the
Partnership, if requested by BBI and BBC, the Partnership shall distribute to
such parties cash and securities to which such parties are entitled in such
proportion as designated in writing by such parties to the Partnership.

7. Without imposing any obligation upon the Partnership to distribute
any Convertible Preferred Stock held by the Partnership if the General
Partner and BV do not consent to such distribution by the Partnership, if a
party to the Consent Agreement requests in writing a distribution of such
party's share of the Convertible Preferred Stock, unless the General Partner
or BV affirmatively notifies such requesting party that it will not consent
to such distribution within 10 days of receipt of such written request, the
Partnership shall distribute such requesting party's share of the Convertible
Preferred Stock to such party.

8. Any distribution of stock hereunder shall be subject to compliance
with the Letter Agreement with Sinclair Broadcast Group, Inc. relating to
Sinclair's right to make a first offer with respect to the Exchangeable
Preferred Stock or Convertible Preferred Stock.

9. All references in this Exhibit A to Exchangeable Preferred Stock or
Convertible Preferred Stock shall be deemed to include stock issued upon
exchange or conversion thereof unless the context otherwise requires. The
provisions of this Exhibit A

<PAGE>

shall also apply to shares of common stock held by Barry Baker from time to
time.

10. The parties agree to notify one another promptly with respect
to any matter which could reasonably be expected to give rise to a filing or
other requirement by such other parties under applicable federal or state
securities laws.

<PAGE>

EXHIBIT B

NOTICES

Better Communications, Inc.
1215 Cole Street
St. Louis, Missouri 63106
Telephone: (314) 259-5700
Telecopy: (314) 259-5709

Mr. Barry Baker
1215 Cole Street
St. Louis, Missouri 63106
Telephone: (314) 259-5700
Telecopy: (314) 259-5709

Mr. Larry Marcus
1215 Cole Street
St. Louis, Missouri 63106
Telephone: (314) 259-5700
Telecopy: (314) 259-5709

Boston Ventures IV-A Investment Corporation
21 Custom House Street
Boston, MA 02110
Telephone: (617) 737-3700
Telecopy: (617) 737-3709

BancBoston Capital Inc.
100 Federal Street
Boston, MA 02110
Telephone: (617) 434-2200
Telecopy: (617) 434-1153

BancBoston Investments, Inc.
100 Federal Street
Boston, MA 02110
Telephone: (617) 434-2200
Telecopy: (617) 434-1153

Pyramid Ventures, Inc.
130 Liberty Street

<PAGE>

31st Floor
New York, New York 10006
Telephone: (212) 250-9560
Telecopy: (212) 250-7651