<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 *)
----
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)
January 1, 1997 *
-----------------------------------------------------------
(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 [ ]. (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) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBERS OF 7. SOLE VOTING POWER
SHARES 556,345.45
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
556,345.45
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
556,345.45
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.78%
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
Bankers Trust Company
EIN No. 13-4941247
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO (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
New York
NUMBERS OF 7. SOLE VOTING POWER
SHARES 52,600
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
52,600
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.79%
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 0
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
<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) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBERS OF 7. SOLE VOTING POWER
SHARES 0
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
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) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBERS OF 7. SOLE VOTING POWER
SHARES 0/*/
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
- ----------
/*/ 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 Corporation 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
Class A 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 Amendment No. 1 to the joint statement on Schedule 13D, filed June 25,
1996 (the "Original 13D"), relates to the Class A Common Stock, par value $.01
------------
per share (the "Class A 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.
The purpose of this Amendment No. 1 is to report the acquisition by Pyramid
Ventures, Inc., a Delaware corporation ("Pyramid"), of 152,995 shares of Series
-------
B Convertible Preferred Stock ("Series B Preferred Stock") of the Issuer, as a
------------------------
result of the distribution of shares of such Preferred Stock by River City
Broadcasting, L.P., a Delaware limited partnership (the "Partnership") to its
-----------
partners, including Pyramid. The Partnership held shares of Series A
Exchangeable Preferred Stock ("Series A Preferred Stock") which were exchanged
------------------------
for shares of Series B Preferred Stock, prior to the distribution thereof on
November 16, 1996 and January 1, 1997.
ITEM 2. IDENTITY AND BACKGROUND.
Reference is made to the response to Item 3 in the Original 13D which is
incorporated herein.
Item 2(a) through (c); Item 2(f).
--------------------------------
This Amendment No. 1 is being filed by the persons who filed the Original
13D, (i) Pyramid Ventures, Inc., a Delaware corporation ("Pyramid"), with
-------
respect to shares of Class A Common Stock deemed to be beneficially owned by it;
(ii) Bankers Trust Company, a New York banking corporation ("BTCo."), with
-----
respect to shares of Class A 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 Class A Common Stock beneficially
---
owned by it as principal; (iv) BT Securities Corporation, a Delaware corporation
("BT Securities"), with respect to shares of Class A 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
Class A Common Stock owned by Pyramid, BTCo., BTI and BT Securities. Each of
BTCo., BTI, and BT Securities is referred sometimes as a "Purchaser".
As described in Item 2 of the Original 13D, Pyramid was a limited partner
in the Partnership which acquired shares of Series A Preferred Stock of the
Issuer, in connection with the acquisition of the Partnership's assets by the
Issuer. All of the shares of the Series A Preferred Stock were exchanged for
shares of Series B Preferred Stock. The Partnership
<PAGE>
distributed the shares of Series B Preferred Stock to its partners on November
15, 1996 and January 1, 1997 to its partners, including Pyramid.
Certain of the names and titles of the directors and executive officers of
Pyramid, each Purchaser and BTNY have changed since the filing of the Original
13D. As amended, 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 are set
forth in the revised Annex B attached hereto and incorporated into this Item 2
by reference.
Except as set forth herein, there is no other amendment or other change to
the responses to Items 2(a) through 2(c) and 2(f) as set forth in the Original
13D.
Items 2(d) and (e).
------------------
Annex C attached to the Original 13D is hereby deleted. Except as disclosed
in the revised Annex C attached 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.
There is no other amendment or change to the responses to Items 2(d) and (e)
as set forth in the Original 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Reference is made to the response to Item 3 in the Original 13D which is
incorporated herein.
Pyramid acquired the Series B Preferred Stock in the distribution by the
Partnership to its limited partners. The 152,995 shares of Series B Preferred
Stock of the Issuer which Pyramid received is convertible at a price of $27.50
per share into approximately 556,345.45 shares of Class A Common Stock of the
Issuer.
Pyramid is a party to a Consent Agreement, dated as of April 10, 1996 as
amended as of December 20, 1996 (the "Consent Agreement"), among certain former
------------------
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
<PAGE>
parties to the Consent Agreement. Pyramid disclaims beneficial ownership of any
interest in the Shares held by other parties to the Consent Agreement.
BTCo. acquired the 52,600 shares of Class A Common Stock reported herein in
the open market as fiduciary on behalf of its customers, using customer funds.
BTI holds no shares of Class A Common Stock.reported herein as principal,
using its working capital to acquire such shares of Class A Common Stock.
BT Securities holds no shares of Class A Common Stock but it may acquire
shares of Class A Common Stock in the future in the ordinary course of business
in market making transactions. BT Securities uses working capital to acquire
shares of Class A Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Reference is made to the response to Item 4 in the Original 13D which is
incorporated herein.
Pyramid acquired the shares of Series B Preferred Stock reported herein as a
result of the distribution by the Partnership of such Shares. As stated in the
Original 13D, Pyramid acquired its interest in the Partnership for investment
purposes.
As of the date of this Amendment No. 1, there are no amendments or changes
to the reponses in the Original 13D with respect to either (i) the purpose for
any acquisition of Class A Common Stock by any of the reporting persons or (ii)
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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Reference is made to the response to Item 5 in the Original 13D which is
incorporated herein.
(a) Pyramid, as a result of the distribution by the Partnership of 152,995
shares of Series B Preferred Stock, may be deemed to beneficially own, at the
current conversion rate, 556,345.45 shares of Class A Common Stock, or 7.78% of
the Class A Common Stock. Because the provisions of the Consent Agreement
restrict disposition or conversion of the Series B Preferred Stock for a period
greater than 60 days without the consent of the former general partner of the
Partnership, Pyramid, for purposes of Rule 16a-1(a)(1), disclaims beneficial
ownership in the Class A Common Stock into which the Series B Preferred Stock is
convertible.
In addition, Pyramid, because of its affiliate relationship with the
Purchasers, may be deemed to have beneficial interest in the shares of Class A
Common Stock in which
<PAGE>
the Purchasers have a beneficial interest. As of January 10, 1997, the
aggregate number of shares in which affiliates of Pyramid have a beneficial
interest equals 52,600, representing .79% of the issued and outstanding shares
of Class A Common Stock.
The Partnership, Better Communications, Inc., Barry Baker, together with
certain other parties to the Consent Agreement, have filed a joint Statement on
Schedule 13D, pursuant to which they have stated that such group may be deemed
to beneficially own 30,872,058 shares of Class A Common Stock, which, when
issued, will represent approximately 82.32% of the issued and outstanding shares
of Class A Common Stock, and that beneficial ownership of Class A Common Stock
may be attributed to all of the parties to the Consent Agreement. Pyramid, and
each of the Purchasers as affiliates of Pyramid, specifically disclaim any
beneficial ownership of any shares of Class A Common Stock of the Issuer held by
members of group consisting of the other parties to the Consent Agreement.
BTCo. beneficially owns 52,600 shares of Class A Common Stock as fiduciary
on behalf of its customers, constituting .79% of the issued and outstanding
shares of Class A Common Stock of the Issuer.
BTI does not own any shares of Class A Common Stock.
BT Securities does not own any shares of Class A Common Stock.
As a parent of each of the Purchasers, BTNY may be deemed to be the indirect
beneficial owner of the shares of Class A Common Stock, if any, owned by the
Purchasers and Pyramid.
(b) As a holder of Series B Preferred Stock, Pyramid can vote and direct the
vote, or dispose or direct the disposition of such shares subject to the
provisions of the Consent Agreement; the Class A Common Stock and the Series B
Preferred Stock vote together as a group. 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 Class A Common Stock of the Issuer owned by
the holders of other shares of Series B Preferred Stock or shares of Class A
Common Stock of the Issuer owned by the other parties to the Consent Agreement.
(c) Annex D hereto sets forth all transactions in shares of Class A Common
Stock that were effected during the past sixty days by the persons referred to
in paragraph (a).
(d) No amendment or change is made to the response to Item 5(d) of the
Original 13D.
(e) Not applicable.
<PAGE>
Except as set forth herein, no other amendment or change is made to the
response to Item 5 of the Original 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Reference is made to the response to Item 6 in the Original 13D which is
incorporated herein.
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 Series B Preferred Stock and Class A Common Stock.
Except as specifically set forth herein, no other change is made to the
response to Item 6 of the Original 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
7.01. Joint filing statement pursuant to Rule 13d-1(f)(1).
7.02. Amendment dated December 20, 1996 to Consent Agreement (The Consent
Agreement filed on June 25, 1996 with the Securities and Exchange
Commission as Exhibit 7.02 to Schedule 13D which is hereby
incorporated by reference).
<PAGE>
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: January 23, 1997
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
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 Class A
Common Stock.
Occupation or Principal
Name and Mail Address Business Affiliation Citizenship
- --------------------- -------------------- -----------
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 and Director U.S.
Institute for Advanced Institute for Advanced Study
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 Corporation
500 Huntsman Way
Salt Lake City, UT 84108
Vernon E. Jordan, Jr. Senior Partner U.S.
Akin, Gump, Strauss, Hauer Akin, Gump, Strauss, Hauer & Feld,
& Feld, LLP LLP
1333 New Hampshire Avenue,
N.W.
Suite 400
Washington D.C. 20036
<PAGE>
Hamish Maxwell Retired Chairman and Chief Executive U.S.
Philip Morris Companies, Officer
Inc. Philip Morris Companies Inc.
100 Park Avenue
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
Donald L. Staheli Chairman and Chief Executive Officer U.S.
Continental Grain Company United States Continental Grain
277 Park Avenue, 50th Floor Company
New York, NY 10172
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
Paul A. Volcker Former Chairman U.S.
599 Lexington Avenue, 40th Wolfensohn & Co., Inc.
Floor
New York, New York 10022
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
<PAGE>
Joseph A. Manganello, Jr. Senior Managing Director and Chief U.S.
Bankers Trust Company Credit 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 Senior Managing Director, Chief U.S.
Bankers Trust Company Financial 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 Senior Managing Director and General U.S.
Bankers Trust Company Counsel
130 Liberty Street Bankers Trust Company;
New York, NY 10006 Executive Vice President and General
Counsel
Bankers Trust New York Corporation
Mark Bieler Senior 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 Chairman U.S., France
Balmann Bankers Trust International PLC;
Bankers Trust Company Senior Managing Director
1 Appold Street Bankers Trust Company;
Broadgate, 4th Floor Senior Vice President
London, EC2A 2HE Bankers Trust New York Corporation
R. Kelly Doherty Senior 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 Bankers Trust Australia Limited;
Limited Senior Managing Director
Level 15, The Chifley Tower Bankers Trust Company;
2 Chifley Square Senior Vice President
Sydney, N.S.W. 2000 Bankers Trust New York Corporation
Australia
Alexander P. Frick Senior 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
<PAGE>
I. David Marshall Senior Managing Director and Canada
Bankers Trust Company Chief Information Officer
130 Liberty Street Bankers Trust Company;
New York, NY 10006 Senior Vice President and
Chief Information Officer
Bankers Trust New York Corporation
B.J. Kingdon Senior 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 Bankers Trust Australia Limited;
Limited Senior Vice President
Level 15, The Chifley Tower Bankers Trust New York Corporation
2 Chifley Square
Sydney, N.S.W. 2000
Australia
Rodney A. McLauchlan Senior 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 Senior 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 Senior 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
<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
--------------------
Christian Marie Yves Chairman; U.S., France
De Balmann Senior 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 U.K.
Bankers Trust Company Officer, Executive Director, Head of
1 Appold Street Global Network Management and
Broadgate, 4th Floor Control, Head of Global Real Estate
London, EC2A 2HE and Security
Achilles O. Macris Executive Director, Head of FX U.S.
Bankers Trust Company Client Trading Services
1 Appold Street
Broadgate, 4th Floor
London, EC2A 2HE
Stephen J. Harper Executive Director, Head of Canada
Bankers Trust Company Financial Institutions Merchant Bank
1 Appold Street
Broadgate, 4th Floor
London, EC2A 2HE
<PAGE>
Yoav Tamir Executive Director, Head of Market Israel
Bankers Trust Company Risk London
1 Appold Street
Broadgate, 4th Floor
London, EC2A 2HE
Paul D. Smith Executive Director, U.S.
Bankers Trust Company
130 Liberty Street
New York, New York 10008
Alan Greatbatch Executive Director, Compliance U.K.
Bankers Trust Company Officer, 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 Europe
1 Appold Street
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
<PAGE>
Graham Clempson Executive Director, Head of U.K.
Bankers Trust Company Structured Finance, London
1 Appold Street
Broadgate, 4th Floor
London, EC2A 2HE
<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 Class A Common Stock.
Name and Mailing Address Occupation or Principal Citizenship
- ------------------------ -----------
Business Affiliation
--------------------
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, Senior Managing Director U.S.
BT Securities Corporation BT Securities Corporation
130 Liberty Street
New York, New York 10006
Richard M. Gunthel Director, Senior Managing Director U.S.
BT Securities Corporation BT Securities Corporation
130 Liberty Street
New York, New York 10006
John P. Hardt Director, Vice President, Treasurer U.S.
BT Securities Corporation BT Securities Corporation
130 Liberty Street
New York, New York 10006
<PAGE>
Terence J. Mogan Director, Senior Managing Director, U.S.
BT Securities Corporation Chief Credit Officer
130 Liberty Street BT Securities Corporation
New York, New York 10006
Thomas Quane Director, Managing Director, U.S.
BT Securities Corporation Controller
130 Liberty Street BT Securities Corporation
New York, New York 10006
Peter D. Scutt Director, Senior Managing Director U.S.
BT Securities Corporation BT Securities Corporation
130 Liberty Street
New York, New York 10006
J Edward Virtue Director, Senior Managing Director U.S.
BT Securities Corporation BT Securities Corporation;
130 Liberty Street Senior Managing Director
New York, New York 10006 Bankers Trust Company
Frank Vulpi Director, Managing Director, Chief U.S.
BT Securities Corporation Operating Officer
130 Liberty Street BT Securities Corporation
New York, New York 10006
Glen S. Lewy Director, Senior Managing Director U.S.
BT Securities Corporation BT Securities Corporation
130 Liberty Street
New York, New York 10006
<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 Class A 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 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 Senior Managing Director and Chief
New York, NY 10006 Credit 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
<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. Because of certain measures
instituted by BT Co., BTNY and BT Securities Corporation, the restrictions
imposed by the Written Agreement have been removed.
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. Because of certain measures
instituted by BT Securities, BT Securities is no longer subject to the Orders.
<PAGE>
ANNEX D
Except as set forth below, none of Pyramid, BTCo., BTI or BT Securities had
any transactions in shares of Class A Common Stock within the last 60 days. BT
Securities in the ordinary course of business makes a market in the shares of
Class A Common Stock and had the following transactions in shares of Class A
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
- ------------------- ----------- -------- -------
- ---------------------------------------------------
November 14, 1996 Purchase 1100 31.8864
- ---------------------------------------------------
November 15, 1996 Purchase 1000 30.7500
- ---------------------------------------------------
November 18, 1996 Purchase 1000 29.0000
- ---------------------------------------------------
November 19, 1996 Sale 4000 28.5000
- ---------------------------------------------------
November 19, 1996 Purchase 4000 28.4063
- ---------------------------------------------------
November 19, 1996 Sale 1000 28.2500
- ---------------------------------------------------
November 20, 1996 Purchase 3000 28.1667
- ---------------------------------------------------
November 20, 1996 Sale 1000 28.5000
- ---------------------------------------------------
November 22, 1996 Purchase 2000 26.6250
- ---------------------------------------------------
November 22, 1996 Sale 2000 26.2500
- ---------------------------------------------------
November 25, 1996 Purchase 8400 24.7976
- ---------------------------------------------------
November 25, 1996 Sale 5850 24.5983
- ---------------------------------------------------
November 26, 1996 Purchase 300 24.5000
- ---------------------------------------------------
November 26, 1996 Sale 1200 24.7813
- ---------------------------------------------------
November 27, 1996 Sale 2800 24.2500
- ---------------------------------------------------
November 27, 1996 Purchase 1000 24.5000
- ---------------------------------------------------
November 29, 1996 Sale 1400 24.7500
- ---------------------------------------------------
<PAGE>
- ---------------------------------------------------
December 2, 1996 Sale 300 24.5000
- ---------------------------------------------------
December 2, 1996 Purchase 1000 24.2500
- ---------------------------------------------------
December 3, 1996 Sale 1000 24.2500
- ---------------------------------------------------
December 4, 1996 Purchase 200 23.7500
- ---------------------------------------------------
December 4, 1996 Sale 750 24.7500
- ---------------------------------------------------
December 5, 1996 Purchase 1000 24.0000
- ---------------------------------------------------
December 5, 1996 Sale 900 24.0000
- ---------------------------------------------------
December 10, 1996 Purchase 3000 27.1667
- ---------------------------------------------------
December 10, 1996 Sale 5000 25.8500
- ---------------------------------------------------
December 11, 1996 Sale 3625 25.5259
- ---------------------------------------------------
December 11, 1996 Purchase 4000 25.5625
- ---------------------------------------------------
December 12, 1996 Purchase 3000 26.4167
- ---------------------------------------------------
December 12, 1996 Sale 2000 26.6250
- ---------------------------------------------------
December 16, 1996 Purchase 1000 25.0000
- ---------------------------------------------------
December 16, 1996 Sale 1000 25.2500
- ---------------------------------------------------
December 17, 1996 Purchase 1000 26.5000
- ---------------------------------------------------
December 17, 1996 Sale 2000 25.8750
- ---------------------------------------------------
December 18, 1996 Purchase 13000 27.3182
- ---------------------------------------------------
December 18, 1996 Sale 7000 27.3661
- ---------------------------------------------------
December 19, 1996 Sale 1400 26.5000
- ---------------------------------------------------
December 20, 1996 Sale 2800 27.1250
- ---------------------------------------------------
December 23, 1996 Sale 2000 26.5000
- ---------------------------------------------------
December 23, 1996 Purchase 2000 26.5000
- ---------------------------------------------------
December 31, 1996 Purchase 100 26.0000
- ---------------------------------------------------
January 3, 1997 Purchase 800 26.7500
- ---------------------------------------------------
January 3, 1997 Sale 1000 26.5000
- ---------------------------------------------------
January 7, 1997 Purchase 1000 26.2500
- ---------------------------------------------------
January 9, 1997 Purchase 1000 28.5000
- ---------------------------------------------------
<PAGE>
- ---------------------------------------------------
January 9, 1997 Sale 3000 28.5833
- ---------------------------------------------------
January 10, 1997 Purchase 1000 29.5000
- ---------------------------------------------------
January 10, 1997 Sale 2000 29.5000
- ---------------------------------------------------
January 13, 1997 Sale 1000 30.5000
- ---------------------------------------------------
January 14, 1997 Purchase 4500 31.347
- ---------------------------------------------------
January 15, 1997 Sale 2000 31.500
- ---------------------------------------------------
January 15, 1997 Sale 1000 31.000
- ---------------------------------------------------
January 15, 1997 Purchase 1000 30.500
- ---------------------------------------------------
January 16, 1997 Purchase 2000 30.250
- ---------------------------------------------------
January 17, 1997 Sale 2000 30.625
- ---------------------------------------------------
January 17, 1997 Purchase 600 30.750
- ---------------------------------------------------
January 21, 1997 Purchase 1000 30.000
- ---------------------------------------------------
January 22, 1997 Purchase 3000 28.417
- ---------------------------------------------------
<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: January 23, 1997
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
\BTCAP\SINCLAIR\13D.3
<PAGE>
EXHIBIT 7.02
As of December 20, 1996
River City Broadcasting, L.P.
1215 Cole Street
St. Louis, Missouri 63106
Ladies and Gentlemen:
Reference is hereby made to the Consent Agreement executed as of June 7,
1996 but dated and effective as of April 10, 1996 by and among Better
Communictions, Inc., Barry Baker, Larry D. Marcus, Marcus Investments, L.P.,
Boston Ventures Limited Partnership IV, Boston Ventures Limited Partnership IVA,
BancBoston Capital, Inc. BancBoston Investments Inc. and Pyramid Ventures, Inc.
(the "Consent Agreement"). Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Consent Agreement.
In connection with the distribution by River City Broadcasting, L.P.
(the "Partnership") to each of the undersigned of the undersigned's shares of
Series B Preferred Stock (the "Convertible Preferred Stock") in Sinclair
Broadcast Group, Inc., ("SBG"), each of the undersigned hereby agrees to and
restates herein all of its agreements set forth in the Consent Agreement,
including without limitation, the limitations on dispositions of the Convertible
Preferred Stock in SBG. All of the terms and provisions of Exhibit A to the
Consent Agreement are hereby incorporated herein by reference, subject only to
the clarifications and modifications set forth in the following paragraph.
Notwithstanding the distribution to each of the undersigned of the
Convertible Preferred Stock and that the Partnership will no longer hold its
Convertible Preferred Stock, the General Partner retains its decision-making
rights set forth in Section 1(a) (2)-(3) of Exhibit A to the Consent Agreement,
subject to BV approval rights. The General Partner and BV will continue to
consider requests regarding sales as set forth in the Section 1(b) of Exhibit A
to the Consent Agreement; provided, however, that the party seeking to sell
-----------------
shall deliver its certificates to the General Partner for reissuance by SBG once
such sale is approved and provided, further, that if conversion and sale do not
-----------------
take place within such 10 day period, the stock
<PAGE>
River City Broadcasting, L.P.
As of December 20, 1996
Page 2
shall be returned to the party to the Consent Agreement, rather than to the
Partnership, and shall again be subject to all of the limitations and
restrictions set forth herein and in the Consent Agreement. Since the
Convertible Preferred Stock is being distributed prior to the expiration of the
two-year period, unless the General Partner and BY otherwise elect to exercise
the registration rights referred to in Section 4 of Exhibit A to the Consent
Agreement, each of the undersigned agrees that the rights set forth in Section 4
of Exhibit A to the Consent Agreement shall be applicable only after the second
anniversary of the closing under the Asset Purchase Agreement.
Except as clarified and modified hereunder, the Consent Agreement is
hereby affirmed and restated and shall remain binding upon each of the
undersigned.
If the foregoing accurately reflects your understanding and constitutes
an agreement, please sign below evidencing your acceptance and agreement with
the foregoing, and return one copy of this letter to the undersigned. This
letter may be signed in counterparts, all of which taken together shall
constitute an
<PAGE>
River City Broadcasting, L.P.
As of December 20, 1996
Page 3
instrument, and any of the parties hereto may execute this letter by signing any
such counterpart.
Very truly yours,
/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: /s/
-------------------------
Name:
Title:
BOSTON VENTURES LIMITED PARTNERSHIP IVA
By: Boston Ventures Company Limited
Partnership IV, General Partner
By: /s/
-----------------------------
Name:
Title:
<PAGE>
River City Broadcasting, L.P.
As of December 20, 1996
Page 4
BANCBOSTON CAPITAL, INC.
By: /s/
------------------------------------
Name:
Title:
BANCBOSTON INVESTMENTS, INC.
By: /s/
------------------------------------
Name:
Title:
PYRAMID VENTURES, INC.
By: /s/ Joseph Wood
------------------------------------
Name: Joseph Wood
Title: President
Accepted and Agreed
RIVER CITY BROADCASTING, L.P.
By: Better Communications, Inc.,
Its General Partner
By: /s/
------------------------------
Name:
Title:
