As filed with the Securities and Exchange Commission on April 30, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_________________
YOUNG BROADCASTING INC.
(Exact name of registrant as specified in its charter)
Delaware 4833 13-3339681
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
599 Lexington Avenue
New York, New York 10022
(212) 754-7070
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive office)
Vincent J. Young
Chairman
Young Broadcasting Inc.
599 Lexington Avenue
New York, New York 10022
(212) 754-7070
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Robert L. Winikoff, Esq.
Kenneth A. Rosenblum, Esq.
Sonnenschein Nath & Rosenthal
1221 Avenue of the Americas
New York, New York 10020
(212) 768-6700
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
_________________
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] _________
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] ________
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Per Aggregate Offering Registration
Securities to be Registered Registered Unit (1) Price Fee
- ------------------------------------------------------------------------------------------------------------------------------------
10% Senior Subordinated Notes due 2011......... $500,000,000 100% $500,000,000 $125,000
- ------------------------------------------------------------------------------------------------------------------------------------
Senior Subordinated Guarantees of 10% Senior $500,000,000 (2) (2) (2)
Subordinated Notes due 2011...................
====================================================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457 under the Securities Act of
1933.
(2) Pursuant to Rule 457(n), no separate registration fee is required as no
additional consideration is being paid for the Guarantees.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
TABLE OF ADDITIONAL REGISTRANTS
PRIMARY STANDARD ADDRESS, AND TELEPHONE
EXACT NAME OF STATE OF INDUSTRIAL I.R.S. EMPLOYER NUMBER, INCLUDING AREA
REGISTRANT AS SPECIFIED INCORPORATION OR CLASSIFICATION CODE IDENTIFICATION CODE, OF REGISTRANT'S
IN ITS CHARTER ORGANIZATION NUMBER NUMBER PRINCIPAL EXECUTIVE OFFICES
- ----------------------- ---------------- ------------------- --------------- -----------------------------
Young Broadcasting of Lansing, Michigan 4833 38-2826434 599 Lexington Avenue
Inc. New York, New York 10022
(212) 754-7070
Young Broadcasting of Albany, Inc. Delaware 4833 14-1718758 599 Lexington Avenue
New York, New York 10022
(212) 754-7070
Winnebago Television Corporation Illinois 4833 36-2239648 599 Lexington Avenue
New York, New York 10022
(212) 754-7070
Young Broadcasting of Nashville, Delaware 4833 62-1391810 599 Lexington Avenue
Inc. New York, New York 10022
(212) 754-7070
Young Broadcasting of Louisiana, Delaware 4833 13-3464633 599 Lexington Avenue
Inc. New York, New York 10022
(212) 754-7070
Young Broadcasting of Knoxville, Delaware 4833 51-0356702 599 Lexington Avenue
Inc. New York, New York 10022
(212) 754-7070
Young Broadcasting of Green Bay, Delaware 4833 51-0356704 599 Lexington Avenue
Inc. New York, New York 10022
(212) 754-7070
Young Broadcasting of Richmond, Delaware 4833 51-0356703 599 Lexington Avenue
Inc. New York, New York 10022
(212) 754-7070
WKRN, G.P. Delaware 4833 13-3577063 599 Lexington Avenue
New York, New York 10022
(212) 754-7070
KLFY, L.P. Delaware 4833 51-0325249 599 Lexington Avenue
New York, New York 10022
(212) 754-7070
WATE, G.P. Delaware 4833 51-0356837 599 Lexington Avenue
New York, New York 10022
(212) 754-7070
YBK, Inc. Delaware 4833 51-0356705 599 Lexington Avenue
New York, New York 10022
(212) 754-7070
Honey Bucket Films, Inc. Delaware 4833 13-4062522 599 Lexington Avenue
New York, New York 10022
(212) 754-7070
LAT, Inc. Delaware 4833 51-0325252 599 Lexington Avenue
New York, New York 10022
(212) 754-7070
YBT, Inc. Delaware 4833 51-0325250 599 Lexington Avenue
New York, New York 10022
(212) 754-7070
Young Broadcasting of Davenport, Delaware 4833 13-3858546 599 Lexington Avenue
Inc. New York, New York 10022
(212) 754-7070
Young Broadcasting of Sioux Delaware 4833 13-3884783 599 Lexington Avenue
Falls, Inc. New York, New York 10022
(212) 754-7070
Young Broadcasting of Rapid City, Delaware 4833 13-3884784 599 Lexington Avenue
Inc. New York, New York 10022
(212) 754-7070
Young Broadcasting of Los Delaware 4833 13-3914036 599 Lexington Avenue
Angeles, Inc. New York, New York 10022
(212) 754-7070
Fidelity Television, Inc. California 4833 95-6140187 599 Lexington Avenue
New York, New York 10022
(212) 754-7070
Young Broadcasting of San Delaware 4833 52-2242171 599 Lexington Avenue
Francisco, Inc. New York, New York 10022
(212) 754-7070
Adam Young Inc. Delaware 4833 13-1516500 599 Lexington Avenue
New York, New York 10022
(212) 754-7070
The information in this prospectus is not complete and may be changed. We may
not sell these notes until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these notes and it is not soliciting an offer to buy these notes in any state
where the offer or sale is not permitted.
Subject to Completion, dated April 30, 2001
Preliminary Prospectus
Young Broadcasting Inc.
Offer to Exchange
$500,000,000 of our
10% Senior Subordinated Notes due 2011
The notes being offered by this prospectus are being issued in exchange for
notes sold by us in a private placement on March 1, 2001. The exchange notes
will be governed by the same indenture governing the initial notes. The
exchange notes will be substantially identical to the initial notes, except the
transfer restrictions will not apply to the exchange notes.
The exchange offer expires at 5:00 p.m., New York City time, on _________, 2001,
unless extended.
No public market exists for the initial notes or the exchange notes. We do not
intend to list the exchange notes on any securities exchange or to seek approval
for quotation through any automated quotation system.
See "Risk Factors" beginning on page 11 for a discussion of certain risks that
you should consider in connection with the tender of your initial notes.
_____________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these notes or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
_____________
____________, 2001
Table of Contents
Page
----
PROSPECTUS SUMMARY.......................................................... 1
RISK FACTORS................................................................ 11
USE OF PROCEEDS............................................................. 18
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS........................... 19
DESCRIPTION OF CERTAIN INDEBTEDNESS......................................... 21
DESCRIPTION OF NOTES........................................................ 25
BOOK-ENTRY, DELIVERY AND FORM............................................... 48
EXCHANGE OFFER.............................................................. 51
UNITED STATES FEDERAL TAX CONSIDERATIONS.................................... 61
PLAN OF DISTRIBUTION........................................................ 65
LEGAL MATTERS............................................................... 66
EXPERTS..................................................................... 66
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................. 66
AVAILABLE INFORMATION....................................................... 66
______________
We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy these securities in any jurisdiction where
that would not be permitted or legal. Neither the delivery of this prospectus
nor any sales made under this prospectus after the date of this prospectus shall
create an implication that the information contained in this prospectus or our
affairs have not changed since the date of this prospectus.
______________
Industry and Market Data
In this prospectus, we rely on and refer to information and statistics
regarding the television broadcasting industry and our market share in the
sectors in which we compete. We obtained this information and statistics from
various third-party sources, discussions with our customers and our own internal
estimates. All market rank, rank in market, station audience rating and share,
and television household data in this prospectus are from the Nielsen Station
Index Viewers and Profile dated November 2000, as prepared by A.C. Nielsen
Company. Nielsen data provided herein refers solely to the United States
television markets. We believe that these sources and estimates are reliable,
but we have not independently verified them and cannot guarantee their accuracy
or completeness.
-i-
PROSPECTUS SUMMARY
The following summary contains information about us and the exchange of the
initial notes. It does not contain all the information that may be important to
you in making a decision to exchange the initial notes. For a more complete
understanding of us and the exchange of the initial notes, we encourage you to
read the entire prospectus and the documents incorporated in this prospectus by
reference.
The Company
We own and operate twelve television stations in geographically diverse
markets and a national television sales representation firm, Adam Young Inc.
Six of the stations are affiliated with American Broadcasting Companies, Inc.
("ABC"), three are affiliated with CBS Inc., two are affiliated with National
Broadcasting Company, Inc. ("NBC"), and one is an independent station. We also
own a 51% interest in BayTV, a 24-hour local news and information channel in the
San Francisco Bay Area. Our ownership in Bay TV is subject to the call rights
of AT&T Broadband, LLC, our partner in the BayTV joint venture. Each of our
stations is owned and operated by a direct or indirect subsidiary. We are
presently the eighth largest ABC network affiliate group in terms of households
reached. Our sole independent television station, KCAL, Los Angeles,
California, is the only independent VHF television station operating in the Los
Angeles market, which is ranked as the second-largest television market in terms
of population and the largest in terms of estimated television revenue.
We were founded in 1986 by Vincent Young and his father, Adam Young. Vincent
Young, our chairman, has over 25 years of experience in the television broadcast
industry, and Adam Young has over 50 years of experience in the industry.
Ronald Kwasnick, our president, has over 25 years of experience in the industry.
We are a Delaware corporation that was formed in 1986. Our principal offices
are located at 599 Lexington Avenue, New York, New York 10022, and our telephone
number is (212) 754-7070.
Recent Developments
KRON and BayTV Acquisition. On June 26, 2000, we acquired KRON-TV, currently
an NBC affiliated station in San Francisco, and a 51% interest in BayTV from The
Chronicle Publishing Company. At the time of this acquisition, we entered into
two senior credit facilities in the aggregate amount of $800.0 million, a
portion of which was used to finance the cash component of the acquisition and
to pay the fees and expenses associated with the acquisition. We paid Chronicle
Publishing $650.0 million in cash plus 3,888,788 shares of our Class A common
stock. Chronicle Publishing subsequently distributed these shares to its
shareholders. While KRON-TV is currently an NBC affiliate, NBC has informed us
that they will not extend the affiliation past December 31, 2001, when the
affiliation agreement expires.
Share Repurchase Program. On June 27, 2000, we announced that our board of
directors had authorized the repurchase of up to $30.0 million of our Class A
common stock. We have repurchased 888,631 shares of our Class A common stock
under this repurchase program for an aggregate purchase price of $30.0 million.
Disposition of WKBT-TV. On February 29, 2000, we completed the sale of WKBT-
TV, in La Crosse, Wisconsin to Television Wisconsin, Inc. of Madison, Wisconsin
for approximately $24.0 million. We recorded a gain on the sale of
approximately $15.7 million, and a provision for income taxes of $1.5 million,
in connection with the sale in the first quarter of 2000. The proceeds from the
sale were used to pay down debt under our then existing senior credit facility.
Initial Offering
The initial notes were originally issued by us on March 1, 2001 in a private
offering. We are parties to a registration rights agreement with the initial
purchaser of the initial notes pursuant to which we agreed, among other things,
to file a registration statement with respect to the exchange notes on or before
April 30, 2001, to use our best efforts to cause the registration statement to
be declared effective by August 28, 2001, and to complete this
-1-
exchange offer by September 27, 2001. We must pay liquidated damages to the
holders of the initial notes if we do not meet those deadlines.
-2-
Summary of Exchange Offer
We are offering to exchange $500.0 million aggregate principal amount of our
exchange notes for $500.0 million aggregate principal amount of our initial
notes. To exchange your initial notes, you must properly tender them and we
must accept your tender. We will exchange all outstanding initial notes that
are validly tendered and not validly withdrawn.
Expiration Date The exchange offer will expire at 5:00 p.m., New York
City time on __________, 2001, unless we extend it.
Registration Rights Agreement.......................... You have the right to exchange the initial notes that
you hold for exchange notes with substantially identical
terms. This exchange offer is intended to satisfy these
rights. Once the exchange offer is complete, you will
no longer be entitled to any exchange or registration
rights with respect to your notes.
Accrued Interest on the Exchange Notes and Initial
Notes......................................... The exchange notes will bear interest from their
issuance date. Holders of initial notes which are
accepted for exchange will receive, in cash, accrued
interest on the initial notes to, but not including, the
issuance date of the exchange notes. Such interest will
be paid with the first interest payment on the exchange
notes.
Conditions to the Exchange Offer....................... The exchange offer is subject to customary conditions,
which we may waive. You should read the discussion
under "Exchange Offer-- Conditions to the Exchange
Offer" for more information regarding conditions of the
exchange offer.
Procedures for Tendering Initial Notes................. If you are a holder of initial notes and wish to accept
the exchange offer, you must either:
. complete, sign and date the accompanying Letter of
Transmittal, or a facsimile of the Letter of
Transmittal; or
. arrange for The Depository Trust Company to transmit
required information to the exchange agent in connection
with a book-entry transfer.
You must mail or otherwise deliver such documentation
together with the initial notes to the exchange agent at
the address set forth in this prospectus under "The
Exchange Offer-- Exchange Agent."
Representation Upon Tender............................. By tendering your initial notes in this manner, you will
be representing, among other things, that:
. the exchange notes you acquire in the exchange offer
are being acquired in the ordinary course of your
business;
-3-
. you are not participating, do not intend to
participate, and have no arrangement or understanding
with any person to participate, in the distribution of
the exchange notes issued to you in the exchange offer;
and
. you are not a party related to us.
Procedures for Beneficial Owners....................... If you are the beneficial owner of initial notes
registered in the name of a broker, dealer or other
nominee and you wish to tender your notes, you should
contact the person in whose name your notes are
registered and promptly instruct the person to tender on
your behalf.
Material Federal Tax Consequences...................... The exchange of initial notes for exchange notes will
not result in any gain or loss to you for federal income
tax purposes. Your holding period for the exchange
notes will include the holding period for the initial
notes and your adjusted tax basis of the exchange notes
will be the same as your adjusted tax basis of the
initial notes at the time of the exchange. For
additional information, you should read the discussion
under "U.S. Federal Tax Considerations."
Failure to Exchange Will Affect You Adversely.......... Initial notes that are not tendered, or that are
tendered but not accepted, will be subject to the
existing transfer restrictions on the initial notes
after the exchange offer. We will have no further
obligation to register the initial notes under the
Securities Act of 1933. If you do not participate in
the exchange offer, the liquidity of your notes could be
adversely affected.
Guaranteed Delivery Procedures......................... If you wish to tender your initial notes and time will
not permit your required documents to reach the exchange
agent by the expiration date, or the procedure for
book-entry transfer cannot be completed on time, you may
tender your notes according to the guaranteed delivery
procedures. For additional information, you should read
the discussion under "Exchange Offer--Guaranteed
Delivery Procedure."
Acceptance of Initial Notes; Delivery
of Exchange Notes............................. Subject to customary conditions, we will accept initial
notes which are properly tendered in the exchange offer
and not withdrawn, before 5:00 p.m., New York City time,
on the expiration date of the exchange offer. The
exchange notes will be delivered as promptly as
practicable following the expiration date.
Use of Proceeds........................................ We will not receive any proceeds from the exchange offer.
-4-
Exchange Agent......................................... First Union National Bank is the exchange agent for the
exchange offer.
-5-
Summary of Terms of the Exchange Notes
The exchange notes are substantially identical to the initial notes, with
limited exceptions. The exchange notes will evidence the same debt as the
initial notes. The exchange notes are subject to the same indenture as the
initial notes. For additional information, you should read the discussion under
"Description of Notes."
Notes Offered.......................................... $500,000,000 aggregate principal amount of 10% Senior
Subordinated Notes due 2011.
Maturity Date.......................................... March 1, 2011.
Interest Rate and Payment Dates........................ Interest on the exchange notes will accrue at the rate
of 10% per annum, payable semiannually in cash in
arrears on March 1 and September 1 of each year.
Guarantees............................................. All of our subsidiaries will guarantee the exchange
notes. If we create or acquire a new subsidiary it will
guarantee the notes unless we designate the subsidiary
as an "unrestricted subsidiary" under the indenture
governing the exchange notes. The guarantees by our
subsidiaries will be unsecured senior subordinated
obligations of each such subsidiary and will rank junior
to all existing and future senior debt of those
subsidiaries.
Optional Redemption.................................... We may redeem some or all of the notes at our option at
any time, on or after March 1, 2006, at the redemption
prices set forth in the section "Description of
Notes--Redemption--Optional Redemption."
In addition, on or before March 1, 2004, we have the
option to redeem exchange notes representing up to
33 1/3% of the aggregate principal amount of the exchange
notes with the net proceeds of certain sales of our
equity, at the price listed in the section "Description
of Notes--Redemption--Optional Redemption."
Mandatory Offer to Repurchase.......................... If we sell certain assets or we experience specific
kinds of changes of control, we must make an offer to
repurchase the notes at the prices listed in the section
"Description of Notes--Change of Control." We cannot
assure you that we will have sufficient funds available
to satisfy our obligations under the notes. See "Risk
Factors--We may not be able to finance a change of
control offer required by the indenture."
Ranking................................................ The notes are general unsecured obligations and will
rank junior to all of our outstanding indebtedness under
our existing senior credit facilities and junior to any
future senior debt of us and our subsidiaries. The notes
will rank equally with our 8 3/4% senior subordinated
notes due 2007 and our 9% senior subordinated notes due
2008.
-6-
In addition, the notes will rank equally with all of our
future senior subordinated debt. The notes will rank
ahead of all our future debt that expressly provides
that it is subordinated to the notes.
As of December 31, 2000 after giving effect to the
offering of the notes and the application of the
proceeds therefrom, we had approximately $1,282.7
million of indebtedness outstanding, $457.7 million of
which would rank effectively senior to the notes in
right of payment and $325 million of which would rank
equally with these notes. In addition, as of December
31, 2000 we had the capacity to borrow up to an
additional $94.4 million of indebtedness ranking
effectively senior to the notes in right of payment.
Basic Covenants of Indenture........................... We will issue the exchange notes under an indenture with
First Union National Bank N.A., as trustee. The
indenture will limit our ability and the ability of
certain of our subsidiaries to:
. incur more debt;
. issue capital stock;
. enter into transactions with affiliates;
. merge or consolidate.
. pay dividends, redeem stock or make other
distributions;
. make certain investments;
. enter into sale and leaseback transactions; and
These covenants are subject to a number of important
qualifications and limitations. See "Description of
Notes--Covenants."
-7-
Summary Historical and Pro Forma Consolidated Financial Data
The summary historical consolidated financial data set forth below for the
three years ended December 31, 2000 have been derived from our consolidated
financial statements. The consolidated financial statements for the three years
ended December 31, 2000 have been audited by Ernst & Young LLP, independent
auditors. The data for the periods presented are not necessarily comparable
because of acquisitions made throughout such periods. The unaudited pro forma
consolidated financial information for the twelve-month period ended December
31, 2000 has been derived from the unaudited pro forma consolidated financial
data included elsewhere in this prospectus.
Year Ended December 31,
----------------------------------------------------------------
1998 1999 2000 Pro forma 2000
------------ ------------ ------------ ---------------
Statement of Operation Data:
Net revenue(1) ..................................... $ 277,052 $ 280,659 $ 372,685 $ 446,734
Operating expenses, including selling, general and
administrative expenses ......................... 116,712 114,974 149,773 182,177
Amortization of program license rights ............. 33,014 47,690 57,655 63,187
Depreciation and amortization ...................... 49,472 47,983 55,232 69,913
Corporate overhead ................................. 7,860 8,227 12,010 12,010
Non-cash compensation paid in common stock(2) ...... 1,146 19,102 1,321 1,321
Merger related costs ............................... 1,444 -- -- --
------------ ------------ ------------ ------------
Operating income ................................... 67,404 42,683 96,694 118,126
Interest expense, net .............................. (62,617) (62,981) (95,843) (125,503)
Gain on sale of station ............................ -- -- 15,651 15,651
Minority interest in BayTV ......................... -- -- -- (66)
Other expenses, net ................................ (788) (1,244) (1,013) (933)
------------ ------------ ------------ ------------
Income (loss) before provision for income taxes..... 3,999 (21,542) 15,489 7,275
Provision for income taxes ......................... -- -- (1,500) (1,500)
------------ ------------ ------------ ------------
Net income (loss) .................................. $ 3,999 $ (21,542) $ 13,989 $ 5,775
============ ============ ============ ============
Basic income (loss) per common share................ $ 0.28 $ (1.59) $ 0.92 $ 0.34
Basic shares used in earnings per share
calculation...................................... 14,147,522 13,588,108 15,157,243 17,037,886
Other Financial Data:
Ratio of earnings to fixed charges(3) .............. 1.1x -- 1.2x --
Cash flow provided by operating activities ......... $ 54,292 $ 36,398 $ 80,762 --
Cash flow used in investing activities ............. $ (34,154) $ (7,887) $ (645,115) --
Cash flow (used in) provided by financing
activities....................................... $ (21,127) $ (26,222) $ 566,977 --
Payments for program license liabilities ........... $ 33,337 $ 46,678 $ 53,623 $ 59,292
Broadcast cash flow(4) ............................. $ 127,003 $ 119,007 $ 169,289 $ 205,265
Broadcast cash flow margin ......................... 45.8% 42.4% 45.4% 45.9%
Adjusted broadcast cash flow(5) .................... -- -- -- $ 216,832
Operating cash flow(6) ............................. $ 119,143 $ 110,780 $ 157,279 $ 193,255
Adjusted operating cash flow(7) .................... -- -- -- $ 204,435
Capital expenditures ............................... $ 7,524 $ 9,360 $ 17,213 $ 21,034
Balance Sheet Data (as of end of period):
Total assets ....................................... $ 825,668 $ 818,670 $ 1,554,368 $ 1,552,822
Long-term debt (including current portion) ......... $ 658,224 $ 650,510 $ 1,276,285 $ 1,282,715
Stockholders' equity ............................... $ 46,865 $ 30,659 $ 103,094 $ 90,343
- ------------
(1) Net revenue is total revenue net of agency and national representation
commissions.
(2) Represents non-cash charges for the employer matching contribution to the
defined benefit plan in 1998, 1999 and 2000 of shares of Class A common
stock. In 1999, approximately $18.3 million relates to the extension of
the expiration date of stock options granted in 1994 and 1995.
(3) For purposes of this ratio, "fixed charges" are defined as interest,
amortization of debt expense and a portion of rental expense representing
the interest factor, and "earnings" are defined as income (loss) before
income taxes, extraordinary items and fixed charges. Earnings were
insufficient to cover fixed charges by $1.1 million and $21.5 million for
the years ended December 31, 1997 and 1999, respectively.
-8-
(4) "Broadcast cash flow" is defined as operating income before income taxes
and interest expense, plus depreciation and amortization (including
amortization of program license rights), non-cash compensation, merger
related costs and corporate overhead, less payments for program license
liabilities. Other television broadcasting companies may measure broadcast
cash flow in a different manner. We have included broadcast cash flow data
because such data are commonly used as a measure of performance for
broadcast companies and are also used by investors to measure a company's
ability to service debt. Broadcast cash flow is not, and should not be used
as, an indicator or alternative to operating income, net income or cash
flow as reflected in our consolidated financial statements, is not intended
to represent funds available for debt service, dividends, reimbursement or
other discretionary uses, is not a measure of financial performance under
generally accepted accounting principles and should not be considered in
isolation or as a substitute for measures of performance prepared in
accordance with generally accepted accounting principles.
(5) Represents pro forma broadcast cash flow after adjustments for net
annualized expense reductions for labor, benefits, programming, national
representation fees, advertising and promotion and other operating costs.
The following table sets forth a reconciliation of pro forma broadcast cash
flow to adjusted broadcast cash flow:
For the Year
Ended
December 31, 2000
-----------------
(dollars in
thousands)
Broadcast cash flow (pro forma)............................... $205,265
Labor & Benefits........................................... 6,308
Programming costs.......................................... 1,560
National representation fees............................... 1,960
Advertising & Promotion.................................... 976
Other operating costs...................................... 763
--------
Adjusted broadcast cash flow.................................. $216,832
========
(6) "Operating cash flow" is defined as operating income before income taxes
and interest expense, plus depreciation and amortization (including
amortization of program license rights), non-cash compensation and merger
related costs, less payments for program license liabilities. Other
television broadcasting companies may measure operating cash flow in a
different manner. We have included operating cash flow data because such
data are used by investors to measure a company's ability to service debt
and are used in calculating the amount of additional indebtedness that we
may incur in the future under our indentures. Operating cash flow does not
purport to represent cash provided by operating activities as reflected in
our consolidated financial statements, is not a measure of financial
performance under generally accepted accounting principles and should not
be considered in isolation or as a substitute for measures of performance
prepared in accordance with generally accepted accounting principles.
(7) Represents pro forma operating cash flow after adjustments for net
annualized expense reductions for labor, benefits, programming, national
representation fees, advertising and promotion and other operating costs.
The following table sets forth a reconciliation of pro forma operating cash
flow to adjusted operating cash flow:
-9-
For the Year
Ended
December 31, 2000
-----------------
(dollars in
thousands)
Operating cash flow (pro forma)......................... $193,255
Labor & Benefits..................................... 6,308
Programming costs.................................... 1,560
National representation fees......................... 1,960
Advertising & Promotion.............................. 976
Other operating costs................................ 376
--------
Adjusted operating cash flow............................ $204,435
========
-10-
RISK FACTORS
An investment in the notes involves a high degree of risk. You should
carefully consider the risk factors set forth below, as well as other
information appearing elsewhere in this prospectus and the documents
incorporated in this prospectus by reference, before tendering your initial
notes in exchange for exchange notes.
Risks Related To The Notes And The Exchange Offer
Your failure to participate in the exchange offer will have adverse
consequences
Holders of initial notes who do not exchange their initial notes for
exchange notes pursuant to the exchange offer will continue to be subject to the
restrictions on transfer of the initial notes as a consequence of the issuance
of the initial notes pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. In general,
initial notes may not be offered or sold, unless registered under the Securities
Act of 1933, except pursuant to an exemption from, or in a transaction not
subject to, the Securities Act and applicable state securities laws. We do not
anticipate that we will register the initial notes under the Securities Act.
There will be no public market for the exchange notes and your ability to
transfer them is limited
The exchange notes are a new issue of securities with no existing trading
market. We do not intend to have the notes listed on a national securities
exchange, although we expect that they will be eligible for trading in the
PORTAL market. In addition, while the initial purchaser of the initial notes has
advised us that it currently intends to make a market in the exchange notes,
they are not obligated to do so, and may discontinue market making activities at
any time without notice. Accordingly, we cannot assure you as to the liquidity
of the market for the exchange notes or the prices at which you may be able to
sell the exchange notes. In addition, the exchange notes have not been
registered under the Securities Act and will be subject to transfer restrictions
in order to ensure compliance with federal and state securities laws.
We have substantial debt and have significant interest payment requirements
We have a substantial amount of debt. The following table shows certain
important credit statistics about us and is presented on a pro forma basis to
give effect to the offering of the initial notes and repayment of some of our
existing debt.
As of December 31, 2000
Pro Forma
-----------------------
(dollars in thousands)
Total debt............................................ $1,282,715
Shareholders' equity.................................. 90,343
Debt to equity ratio.................................. 14.2x
Subject to restrictions in our senior credit facilities, the indenture
governing the notes and the indentures governing our 8 3/4% senior subordinated
notes due 2007 and our 9% senior subordinated notes due 2006, we may also incur
significant amounts of additional debt for working capital, for capital
expenditures, in connection with our strategy of pursuing strategic acquisitions
and for other purposes.
Our high level of combined debt could have important consequences for our
company, including the following:
. We may have difficulty borrowing money for working capital, capital
expenditures, acquisitions or other purposes;
-11-
. We will need to use a large portion of our revenues to pay interest on
borrowings under our senior credit facilities and our senior subordinated notes,
which will reduce the amount of money available to finance our operations,
capital expenditures and other activities;
. Some of our debt has a variable rate of interest, which exposes us to
the risk of increased interest rates;
. Borrowings under our senior credit facilities will be secured and will
mature prior to the exchange notes;
. We are more vulnerable to economic downturns and adverse developments
in our business;
. We are less flexible in responding to changing business and economic
conditions, including increased competition and demand for new
products and services; and
. We may not be able to implement our strategy.
We depend on the cash flow of our subsidiaries to satisfy our obligations,
including our obligations under the exchange notes
Our operations are conducted through our direct and indirect wholly-owned
subsidiaries, which will guarantee the exchange notes, jointly and severally,
fully and unconditionally, on a senior subordinated unsecured basis. As a
holding company, we own no significant assets other than our equity in our
subsidiaries, and we are dependent upon the cash flow of our subsidiaries to
meet our obligations. Accordingly, our ability to make interest and principal
payments when due to holders of the exchange notes and our ability to purchase
the exchange notes upon a change of control is dependent upon the receipt of
sufficient funds from our subsidiaries, which may be restricted by the terms of
existing and future senior indebtedness of our subsidiaries, including the terms
of existing and future guarantees of our indebtedness given by our subsidiaries.
As a result, the exchange notes and the subsidiary guarantees effectively will
be subordinated to all existing and future senior indebtedness and other
liabilities and commitments of our subsidiaries.
Your right to receive payment on the exchange notes and under the guarantees is
junior to all of our and the guarantors' senior debt
The exchange notes will be general unsecured obligations, junior in right
of payment to all of our and each guarantor's existing and future senior debt,
including obligations under our senior credit facilities. The exchange notes
will not be secured by any of our or the guarantors' assets, and as such will be
effectively subordinated to any secured debt that we or the guarantors may have
now or may incur in the future to the extent of the value of the assets securing
that debt.
In the event that we or a guarantor is declared bankrupt, becomes insolvent
or is liquidated or reorganized, any debt that ranks ahead of the exchange notes
and the guarantees will be entitled to be paid in full from our assets or the
assets of the guarantor, as applicable, before any payment may be made with
respect to the exchange notes or under the affected guarantees. In any of the
foregoing events, we cannot assure you that we would have sufficient assets to
pay amounts due on the exchange notes. As a result, holders of the exchange
notes may receive less, proportionally, than the holders of debt that is senior
to the exchange notes and the guarantees. The subordination provisions of the
indenture will also provide that we can make no payment to you during the
continuance of payment defaults on our senior debt, and payments to you may be
suspended for a period of up to 179 days if a nonpayment default exists under
our senior debt. See "Description of Notes--Ranking and Subordination" for
additional information.
At December 31, 2000, after giving effect to the initial notes offering
(and the application of the proceeds from the initial notes offering) as if such
transactions occurred on December 31, 2000, the exchange notes and the
guarantees would have ranked junior to $457.7 million of our and our
subsidiaries' senior debt and an additional $94.4 million of unused availability
would have been available to borrow under the senior credit facilities. In
addition, the indenture and our senior credit facilities permit, subject to
specified limitations, the incurrence of
-12-
additional debt, some or all of which may be senior debt. See "Description of
Notes--Covenants" and "Description of Certain Indebtedness" for additional
information.
We may be able to incur significantly more debt in the future, which will
increase the risks related to our indebtedness
At December 31, 2000, we had approximately $94.4 million available (subject
to certain borrowing conditions) for additional borrowings under our senior
credit facilities. In addition, we may be able to incur substantial additional
debt in the future. If we do so, the risks described above relating to having
substantial debt could intensify. Provided we meet certain financial and other
covenants, the terms of the indenture governing the exchange notes do not
prohibit us from incurring such additional indebtedness. We expect to incur
additional indebtedness in connection with our continuing strategy of pursuing
strategic acquisitions and expanding through internal growth.
Covenant restrictions under our senior credit facilities and our indentures may
limit our ability to operate our business
Our senior credit facilities and the indentures governing our existing
notes contain, and the indenture governing the exchange notes and certain of our
other agreements regarding debt will contain, among other things, covenants that
may restrict our and the guarantors' ability to finance future operations or
capital needs or to engage in other business activities. Our senior credit
facilities and our indentures restrict, among other things, our ability and the
ability of the guarantors to:
. borrow money;
. pay dividends or make distributions;
. purchase or redeem stock;
. make investments and extend credit;
. engage in transactions with affiliates;
. engage in sale-leaseback transactions;
. consummate certain asset sales;
. effect a consolidation or merger or sell, transfer, lease, or
otherwise dispose of all or substantially all of our assets; and
. create liens on our assets.
In addition, our senior credit facilities require us to maintain specified
financial ratios and satisfy certain financial condition tests which may require
that we take action to reduce our debt or to act in a manner contrary to our
business objectives. Events beyond our control, including changes in general
economic and business conditions, may affect our ability to meet those financial
ratios and financial condition tests. We cannot assure you that we will meet
those tests or that our senior lenders will waive any failure to meet those
tests. A breach of any of these covenants would result in a default under our
senior credit facilities and our indentures. If an event of default under our
senior credit facilities occurs, our senior lenders could elect to declare all
amounts outstanding under such senior credit facilities, together with accrued
interest, to be immediately due and payable.
-13-
We may not be able to finance a change of control offer required by the
indenture
If we were to experience a change of control, the indenture governing the
exchange notes requires us to purchase all of the exchange notes then
outstanding at 101% of their principal amount, plus accrued interest to the date
of repurchase. A change of control under the indenture governing the exchange
notes would also constitute a change of control under the indentures governing
each of our currently existing senior subordinated notes, pursuant to which we
would be required to offer to repurchase those notes. If a change of control
were to occur, we cannot assure you that we would have sufficient funds to
purchase the exchange notes or any of our currently existing senior subordinated
notes. In fact, we expect that we would require third-party financing, but we
cannot assure you that we would be able to obtain that financing on favorable
terms or at all.
Our senior credit facilities restrict our ability to repurchase the
exchange notes, even when we are required to do so by the indenture in
connection with a change of control. A change of control could therefore result
in a default under such senior credit facilities and could cause the
acceleration of our debt. The inability to repay such debt, if accelerated, and
to purchase all of the tendered notes, would constitute an event of default
under the indenture.
The guarantees may not be enforceable because of fraudulent conveyance laws
The incurrence of the guarantees by the guarantors may be subject to review
under U.S. federal bankruptcy law or relevant state fraudulent conveyance laws
if a bankruptcy case or lawsuit is commenced by or on behalf of the guarantors'
unpaid creditors. Under these laws, if in such a case or lawsuit a court were to
find that, at the time such guarantor incurred a guarantee of the exchange
notes, such guarantor:
. incurred the guarantee of the exchange notes with the intent of
hindering, delaying or defrauding current or future creditors; or
. received less than reasonably equivalent value or fair
consideration for incurring the guarantee of the exchange notes
and such guarantor:
. was insolvent or was rendered insolvent;
. was engaged, or about to engage, in a business or
transaction for which its remaining assets constituted
unreasonably small capital to carry on its business; or
. intended to incur, or believed that it would incur, debts
beyond its ability to pay as such debts matured (as all of
the foregoing terms are defined in or interpreted under the
relevant fraudulent transfer or conveyance statutes),
then such court could avoid the guarantee of such guarantor or subordinate the
amounts owing under such guarantee to such guarantor's presently existing or
future debt or take other actions detrimental to you.
It may be asserted that the guarantors incurred their guarantees for our
benefit and they incurred the obligations under the guarantees for less than
reasonably equivalent value or fair consideration.
The measure of insolvency for purposes of the foregoing considerations will
vary depending upon the law of the jurisdiction that is being applied in any
such proceeding. Generally, a company would be considered insolvent if, at the
time it incurred the debt or issued the guarantee, either:
. the sum of its debts (including contingent liabilities) is
greater than its assets, at fair valuation; or
. the present fair saleable value of its assets is less than the
amount required to pay the probable liability on its total
existing debts and liabilities (including contingent liabilities)
as they become absolute and matured.
-14-
If a guarantee is avoided as a fraudulent conveyance or found to be
unenforceable for any other reason, you will not have a claim against that
obligor and will only be a creditor of us or any guarantor whose obligation was
not set aside or found to be unenforceable.
Risks Related To Our Business
Our business may be adversely affected by national and local economic conditions
that adversely affect advertising
The television industry is cyclical in nature. Because we rely upon sales
of advertising time at our stations for substantially all of our revenues, our
operating results are particularly susceptible to being affected by prevailing
economic conditions at both the national and regional levels. KRON and KCAL,
together and individually, represent a significant portion of our revenues; our
operating results, therefore, are particularly susceptible to economic
conditions in the San Francisco and Los Angeles markets. Our revenues could be
adversely affected by a future national recessionary environment and, due to the
substantial portion of revenues derived from local advertisers, our operating
results in individual markets could be adversely affected by local or regional
economic downturns.
We may experience disruptions in our business if we acquire and integrate new
television stations
As part of our business strategy, we will continue to evaluate
opportunities to acquire television stations. There can be no assurance that we
will find attractive acquisition candidates or effectively manage the
integration of acquired stations into our existing business. If the expected
operating efficiencies from acquisitions do not materialize, if we fail to
integrate new stations or recently acquired stations into our existing business,
or if the costs of such integration exceed expectations, our operating results
and financial condition could be adversely affected. If we make acquisitions in
the future, we may need to incur more debt, issue more equity securities (which
could dilute the position of current stockholders), and we may incur contingent
liabilities and amortization expenses related to goodwill and other intangible
assets. Any of these occurrences could adversely affect our operating results
and financial condition.
We are dependent on our personnel, and the departure of one or more of our key
personnel could impair our ability to effectively operate our business or pursue
our business strategies
Our success is substantially dependent upon the retention of, and the
continued performance by, our senior management. The loss of the services of
Vincent J. Young, Chairman, Ronald J. Kwasnick, President, James A. Morgan,
Executive Vice President, or Deborah A. McDermott, Executive Vice President--
Operations, could have an adverse impact on us.
We are dependent on networks for our programming, and the loss of one or more of
our network affiliations would disrupt our business and could have a material
adverse effect on our financial condition and results of operations by reducing
station revenue at the effected station(s )
Six of our twelve stations are affiliated with the ABC television network,
three are affiliated with the CBS television network, two are affiliated with
the NBC television network and one station is independent. The television
viewership levels for stations other than KCAL (Los Angeles, California), our
only independent television station, and BayTV, the 24-hour local news and
information channel in the San Francisco Bay area, are materially dependent upon
programming provided by these major networks and are particularly dependent upon
programming provided by the ABC network. Each of our stations other than KCAL
and BayTV is a party to an affiliation agreement with one of the networks,
giving the station the right to rebroadcast programs transmitted by the network.
The networks currently pay each affiliated station a fee for each hour of
network programming broadcast by the stations in exchange for the networks'
right to sell the majority of the commercial announcement time during such
programming.
As an independent station, KCAL purchases all of its programming, resulting
in proportionally higher programming costs for the station. We may be exposed in
the future to volatile or increased programming costs that may adversely affect
our operating results. Further, programs are usually purchased for broadcasting
for two to three
-15-
year periods, making it difficult to accurately predict how a program will
perform. In some instances, programs must be replaced before their cost has been
fully amortized, resulting in write-offs that increase station operating costs.
While KRON is currently affiliated with the NBC television network, NBC has
informed us that they will not extend the affiliation past December 31, 2001
when the affiliation agreement expires. As a result, we expect that KRON will
become an independent station and, in such case, it is likely that KRON will
experience increased programming costs and generate lower broadcast cash flow,
which may adversely affect our operating results.
We are dependent on KRON and KCAL for over 50% of our broadcast cash flow
KRON and KCAL together contributed approximately 59.5% and 56.0% of our
broadcast cash flow for the years ended December 31, 2000 and 1999,
respectively. We are dependent on these two stations to satisfy a substantial
amount of our obligations. If either of these stations were to experience
increased programming costs or otherwise failed to be as profitable as they have
been in recent years, our operating results may be adversely affected.
Our business has been, and continues to be, subject to extensive governmental
legislation and regulation, which may restrict our ability to pursue our
business strategy and/or increase our operating expenses
Our television operations are subject to significant regulation by the
Federal Communications Commission under the Communications Act of 1934, as
amended. A television station may not operate without the authorization of the
FCC. Approval of the FCC is required for the issuance, renewal, and transfer of
station operating licenses. In particular, our business will be dependent upon
our ability to continue to hold television broadcasting licenses from the FCC.
FCC licenses generally have a term of eight years. While in the vast
majority of cases such licenses are renewed by the FCC, there can be no
assurance that our licenses will be renewed at their expiration dates or, if
renewed, that the renewal terms will be for the maximum permitted period. The
non-renewal or revocation of one or more of our primary FCC licenses could have
a material adverse effect on our operations. Congress and the FCC currently have
under consideration, and may in the future adopt, new laws, regulations, and
policies regarding a wide variety of matters that could, directly or indirectly,
affect the operation and ownership of our broadcast properties. We are unable to
predict the impact that any such laws or regulations may have on our operations.
We operate in a very competitive business environment
We face competition from:
. cable television;
. new networks;
. alternative methods of receiving and distributing television
signals and satellite delivered programs, including direct
broadcast satellite television systems;
. multipoint multichannel distributions systems, master antenna
television systems and satellite master antenna television
systems; and
. other sources of news, information and entertainment such as off-
air television broadcast programming, streaming video broadcasts
over the Internet, newspapers, movie theaters, live sporting
events and home video products, including videotape cassette
recorders and digital video disc players.
In addition to competing with other media outlets for audience share, we
also compete for advertising revenues that comprise the primary source of
revenues for our operating subsidiaries. Our stations compete for such
advertising revenues with other television stations in their respective markets,
as well as with other advertising
-16-
media such as newspapers, radio stations, the Internet, magazines, outdoor
advertising, transit advertising, yellow page directories, direct mail and local
cable systems.
Our television stations are located in highly competitive markets.
Accordingly, the results of our operations will be dependent upon the ability of
each station to compete successfully in its market, and there can be no
assurance that any one of our stations will be able to maintain or increase its
current audience share or revenue share. To the extent that certain of our
competitors have or may, in the future, obtain greater resources, our ability to
compete successfully in our broadcasting markets may be impeded.
Management, as major stockholders, possesses unequal voting rights and control
Our common stock is divided into three classes with different voting rights
that allow for the maintenance of control by our management. Each share of Class
A common stock is entitled to one vote, each share of Class B common stock is
entitled to ten votes, except for certain significant transactions for which
such shares are entitled to one vote per share, and shares of Class C common
stock are not entitled to vote except in connection with any change to our
certificate of incorporation that would adversely affect the rights of holders
of such common stock. As of April 10, 2001, there were no shares of Class C
common stock outstanding.
As of April 10, 2001, Adam Young and Vincent Young together beneficially
owned shares of Class A common stock and Class B common stock representing
approximately 56% of the total voting power of our common stock. As a result,
Adam Young and Vincent Young have control over the election of a majority of our
directors and, thus, over our operations and business. In addition, such
stockholders have the ability to prevent certain types of material transactions,
including a change of control.
The disproportionate voting rights of the Class A common stock relative to
the Class B common stock may make us a less attractive target for a takeover
than we otherwise might be, or render more difficult or discourage a merger
proposal or tender offer.
Forward-Looking Statements
Some of the information in this prospectus contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate" and "continue" or similar words. You should
read statements that contain these words carefully because they:
. discuss our future expectations;
. contain projections of our future results of operations or of our
financial condition; or
. state other "forward-looking" information.
We believe it is important to communicate our expectations to our
investors. However, there may be events in the future that we are not able to
accurately predict or over which we have no control. The risk factors listed in
this prospectus, as well as any cautionary language in this prospectus, provide
examples of risks, uncertainties and events that may cause our actual results to
differ materially from the expectations we describe in our forward-looking
statements. You should be aware that the occurrence of the events described in
these risk factors and elsewhere in this prospectus could have a material
adverse effect on our business, operating results and financial condition.
-17-
USE OF PROCEEDS
The exchange offer is intended to satisfy our obligations under the
registration rights agreement. We will not receive any cash proceeds from the
issuance of the exchange notes in the exchange offer.
We received net proceeds of approximately $508.4 million from the private
offering of the initial notes. We used approximately $254.4 million of the net
proceeds to redeem all of our 11 3/4% senior subordinated notes due 2004 and our
10 1/8% senior subordinated notes due 2005 and approximately $254.0 million to
repay a portion of the existing debt under our senior credit facilities.
Our $600.0 million senior credit facility matures in 2005, with quarterly
reductions in the amount of the outstanding loans and commitments commencing in
2001. The weighted average interest rate for loans outstanding under our $600.0
million senior credit facility was 9.95% as of December 31, 2000. Borrowings
under this credit facility were used for payment of a portion of the cash
consideration payable in the KRON acquisition and for general corporate
purposes.
Our $200.0 million senior credit facility matures in 2005, with quarterly
reductions in the amount of the outstanding loans and commitments commencing in
2001. The weighted average interest rate for loans outstanding under our $200.0
million senior credit facility was 9.7% as of December 31, 2000. Borrowings
under this credit facility were used for payment of a portion of the cash
consideration payable in the KRON acquisition and for general corporate
purposes.
-18-
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following Unaudited Pro Forma Combined Financial Statements of Young
Broadcasting Inc. reflect the June 2000 acquisition of KRON and Bay-TV as if
such transaction occurred on January 1, 2000. The unaudited pro forma combined
financial statements do not give effect to the offering of the initial notes or
to our disposition of WKBT-TV on February 29, 2000 for approximately $24
million.
The unaudited pro forma adjustments are based upon available information
and certain assumptions that we believe are reasonable. The Unaudited Pro Forma
Combined Financial Statements do not purport to be indicative of what our
financial position or results of operations would actually have been had the
transactions been completed on the dates indicated or to project our results of
operations for any future date.
-19-
Unaudited Pro Forma Combined Statement of Operations
For the Year Ended December 31, 2000
For the Year Ended December 31, 2000
------------------------------------------------------------------
KRON and KRON and
Young Bay-TV Bay-TV
Broadcasting Acquisition Adjustments Pro Forma
------------ ----------- ----------- ---------
(dollars in thousands, except per share data)
Gross revenue........................................ $ 436,071 $ 88,282 - $ 524,353
Less commissions..................................... 63,386 14,233 - 77,619
----------- --------- --------- -----------
Net revenue.......................................... 372,685 74,049 - 446,734
Operating expenses................................... 84,787 21,905 - 106,692
Amortization of program rights....................... 57,655 5,532 - 63,187
Selling, general and administrative expenses......... 64,986 10,499 - 75,485
Depreciation and amortization........................ 55,232 2,742 $ 11,939/(1)/ 69,913
Corporate overhead................................... 12,010 - - 12,010
Non-cash compensation paid in common stock........... 1,321 - - 1,321
----------- --------- --------- -----------
Total operating expenses............................. 275,991 40,678 11,939 328,608
----------- --------- --------- -----------
Operating income..................................... 96,694 33,371 (11,939) 118,126
----------- --------- --------- -----------
Interest expense, net............................... (95,843) - (29,660)/(2)/ (125,503)
Gain on sale of station............................. 15,651 - - 15,651
Minority interest of BayTV.......................... (66) - (66)
Other expenses...................................... (1,013) 80 - (933)
----------- --------- --------- -----------
Income (loss) before provision for income taxes
and extraordinary item.............................. 15,489 33,385 (41,599) 7,275
Provision for income taxes........................... (1,500) - - (1,500)
----------- --------- --------- -----------
Income (loss) before extraordinary item.............. $ 13,989 $ 33,385 $ (41,599) $ 5,775
=========== ========= ========== ===========
Basic income per common share before
extraordinary item.................................. $ 0.92 $ 0.34
Basic shares used in EPS calculation................. 15,157,243 17,037,886
=========== ============
(1) Reflects the amortization of intangible assets associated with the KRON and
BayTV acquisition over a 40 year period and increased annual depreciation
resulting from the newly acquired property and equipment depreciated over
new estimated useful lives. In addition, reflects the amortization expense
of the new debt financing costs related to our $600 million senior credit
facility entered into in June 2000.
(2) Reflects the drawdown of approximately $688.0 million from our senior
credit facilities entered into in June 2000 at the assumed rate of 8.5% and
the increased rate of such facilities.
-20-
DESCRIPTION OF CERTAIN INDEBTEDNESS
The following summary of our debt agreements is not complete and is qualified
in its entirety by reference to the debt agreements described below, including
the definitions of certain capitalized terms used in this section. Any terms not
defined in this section are defined in the debt agreements. See "Available
Information."
Credit Agreements
$600,000,000 Credit Agreement
On June 26, 2000, we entered into a credit agreement which provides for
borrowings of up to an aggregate of $600 million in the form of an amortizing
Term A loan facility in the amount of $125 million that matures on November 30,
2005, and an amortizing Term B loan facility in the amount of $475 million that
matures on December 31, 2006. We can increase the Term B loan facility by up to
an additional $150 million for general corporate purposes. The minimum amount
of the increase must be $25.0 million, notice must be given to Bankers Trust
Company, as Administrative Agent, no later than November 15, 2001, and the
additional borrowings have to be made on or before December 31, 2001. The
borrowings under the $600 million senior credit facility rank senior to, and
will be repaid prior to, the exchange notes.
Interest Rate Calculations. Interest under the $600 million senior credit
facility is payable at the LIBOR rate, "CD Rate" or "Base Rate." In addition to
the index rates, we pay a floating percentage tied to our ratio of total debt to
operating cash flow; ranging, in the case of LIBOR rate loans, from 1.50% based
upon a ratio under 5:1 to 2.75%, based upon a 7:1 or greater ratio for Term A
advances; and 3.00% for Term B advances.
Fees. The $600 million senior credit facility requires us to pay the
following fees:
. An arrangement fee to Bankers Trust Company, as Administrative Agent,
for the account of the Co-Arrangers;
. A participation fee to Bankers Trust Company, as Administrative Agent,
for the account of the Lenders; and
. A yearly administrative fee to Bankers Trust Company, as Administrative
Agent.
Covenants and Conditions. In addition to specific customary covenants, the
$600 million senior credit facility includes covenants that restrict our ability
to:
. dispose of assets;
. incur additional indebtedness;
. incur liens on property or assets;
. pay dividends;
. guarantee any obligations;
. enter into certain investments or transactions;
. repurchase or redeem capital stock;
. engage in mergers or consolidation;
. make acquisitions; and
-21-
. engage in certain transactions with subsidiaries and affiliates and
otherwise restrict corporate activities.
Additionally, we are prohibited from making investments or advances to third
parties exceeding $15.0 million unless the third party becomes a guarantor of
our obligation. However, we are permitted to purchase up to $30.0 million of our
shares of common stock, subject to the certain limitations.
The $600 million senior credit facility requires us to maintain certain
financial ratios. We are required to maintain a total debt/operating cash flow
ratio ranging from 5.75x to 7.25x depending on senior debt leverages. We are
also required to maintain a debt/operating cash flow ratio ranging from 2.00x to
4.00x depending on senior debt leverages. Additionally, we are required to
maintain an operating cash flow/total interest expense ratio ranging from 1.50x
to 2.00x depending on senior debt leverages. We are also required to maintain an
operating cash flow minus capital expenditures to pro forma debt service ratio
of no less than 1.10x at any time. Such ratios must be maintained as of the last
day of the quarter for each of the periods.
The $600 million senior credit facility requires us to apply on April 30 of
each year 50% to 75% (depending upon the level of our debt to operating cash
flow ratio at the end of such year) of our "Excess Cash Flow" for the preceding
completed fiscal year, beginning with Fiscal Year 2001, to reduce outstanding
debt under the Term A advances and Term B advances in proportion to the
outstanding principal amount of such advances.
Guarantees. Each of our subsidiaries has guaranteed our obligations under the
$600 million senior credit facility. The $600 million senior credit facility is
secured by the pledge of all the stock of our subsidiaries and a first priority
lien on all of our assets and the assets of our subsidiaries.
Events of Default. The $600 million senior credit facility contains customary
events of default, which includes a default in the payment of principal or
interest on debt. If any event of default occurs, our obligations could be
accelerated with material adverse results to the holders of the notes.
$200,000,000 Second Amended and Restated Credit Agreement
On June 26, 2000, we entered into a second amended and restated credit
agreement which provides for borrowings of up to an aggregate of $200 million in
the form of a $50 million Term A loan and a revolving credit facility in the
amount of $150 million, both of which mature on November 30, 2005. The
borrowings under the $200 million senior credit facility rank senior to, and
will be repaid prior to, the exchange notes.
Interest Rate Calculations. Interest under the $200 million senior credit
facility is payable at the LIBOR rate, "CD Rate" or "Base Rate." In addition to
the index rates, we pay a floating percentage tied to our ratio of total debt to
operating cash flow; ranging, in the case of LIBOR rate loans, from 1.50% based
upon a ratio under 5:1 to 2.75%, based upon a 7:1 or greater ratio for Term A
and revolving advances.
Fees. The $200 million senior credit facility requires us to pay the
following fees:
. An arrangement fee to Bankers Trust Company, as Administrative Agent,
for the account of the Co-Arrangers;
. A participation fee to Bankers Trust Company, as Administrative Agent,
for the account of the Lenders;
. A yearly administrative fee to Bankers Trust Company, as Administrative
Agent;
. A commitment fee to Bankers Trust Company, as Administrative Agent, for
the account of the Lenders ratably in proportion to their respective
"Revolving Facility Commitments" on each day; and
. A letter of credit fee to Bankers Trust Company, as Administrative
Agent, at a rate per annum equal to "Letter of Credit Fee Rate" in
effect from time to time on the aggregate amount available for drawing
under any letters of credit, for the account of the Lenders with such
commitments.
-22-
Covenants and Conditions. The $200 million senior credit agreement
includes the same covenants and conditions as the $600 million senior credit
facility described above.
Guarantees. Each of our subsidiaries has guaranteed our obligations under
the $200 million senior credit facility. The $200 million senior credit facility
is secured by the pledge of all the stock of our subsidiaries and a first
priority lien on all of our assets and the assets of our subsidiaries.
Events of Default. The $200 million senior credit facility contains
customary events of default, which includes a default in the payment of
principal or interest on debt. If any event of default occurs, our obligations
could be accelerated with material adverse results to the holders of the notes.
10% Senior Subordinated Notes Due 2011
See "Description of Notes."
8 3/4% Senior Subordinated Notes Due 2007
We have outstanding $200.0 million in aggregate principal amount of
8 3/4% senior subordinated notes due 2007. Interest on such notes is payable
semiannually on June 15 and December 15 of each year .
The 8 3/4% senior subordinated notes constitute general unsecured
obligations. They:
. rank junior to all of our liabilities under our existing senior
credit facilities;
. rank junior to any future senior debt of us or our subsidiaries;
. rank equally with our:
. 9% senior subordinated notes due 2006; and
. the exchange notes;
. will rank equally with all of our future subordinated, unsecured
debt that does not expressly provide that it is subordinated to the
8 3/4% senior subordinated notes; and
. will rank ahead of all our future debt that expressly provides that
it is subordinated to the 8 3/4% senior subordinated notes.
On or after June 15, 2002, we may redeem some or all of the 8 3/4% senior
subordinated notes at specified redemption prices, plus accrued and unpaid
interest.
If we experience specific kinds of changes of control, we must offer to
repurchase the 8 3/4% senior subordinated notes at a purchase price equal to
101% of the principal amount, plus accrued and unpaid interest. In addition, we
must offer to repurchase the 8 3/4% senior subordinated notes at a purchase
price equal to 100% of the principal amount, plus accrued and unpaid interest,
in the event of certain asset sales.
The indenture governing the 8 3/4% senior subordinated notes contains
covenants that are substantially identical to the covenants of the exchange
notes. The 8 3/4% senior subordinated notes are guaranteed, jointly and
severally, on a senior subordinated basis by our subsidiaries.
9% Senior Subordinated Notes Due 2006
We have outstanding $125.0 million in aggregate principal amount of 9%
senior subordinated notes due 2006. Interest on such notes is payable
semiannually on January 15 and July 15 of each year.
-23-
The 9% senior subordinated notes constitute general unsecured obligations.
They:
. rank junior to all of our liabilities under our existing senior credit
facilities;
. rank junior to any future senior debt of us or our subsidiaries;
. rank equally with our:
. 8 3/4% senior subordinated notes due 2007, and
. the exchange notes;
. will rank equally with all of our future subordinated, unsecured debt
that does not expressly provide that it is subordinated to the 9%
senior subordinated notes; and
. will rank ahead of all our future debt that expressly provides that it
is subordinated to the 9% senior subordinated notes.
On or after January 15, 2001, we may redeem some or all of the 9% senior
subordinated notes at specified redemption prices, plus accrued and unpaid
interest.
If we experience specific kinds of changes of control, we must offer to
repurchase the 9% senior subordinated notes at a purchase price equal to 101% of
the principal amount, plus accrued and unpaid interest. In addition, we must
offer to repurchase the 9% senior subordinated notes at a purchase price equal
to 100% of the principal amount, plus accrued and unpaid interest, in the event
of certain asset sales.
The indenture governing the 9% senior subordinated notes contains covenants
that are substantially identical to the covenants of the exchange notes. The 9%
senior subordinated notes are guaranteed, jointly and severally, on a senior
subordinated basis by our subsidiaries.
-24-
DESCRIPTION OF NOTES
General
The initial notes were issued and the exchange notes (the "Notes") will be
issued under an indenture (the "Indenture") dated as of March 1, 2001, by and
among the Company, the Subsidiary Guarantors and First Union National Bank,
as trustee (the "Trustee"). The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (the "Trust Indenture Act"), as in effect on the date of
the Indenture. The Notes are subject to all such terms, and holders of Notes
are referred to the Indenture and the Trust Indenture Act for a statement of
those terms.
The following is a summary of the material provisions of the Notes and the
Indenture. This summary does not purport to be complete and is subject to the
detailed provisions of, and is qualified in its entirety by reference to, the
Notes and the Indenture. A copy of the proposed form of Indenture may be
obtained from the Company or the Initial Purchasers. The definitions of certain
terms used in the following summary are set forth below under "--Certain
Definitions." Reference is made to the Indenture for the full definition of all
such terms, as well as any other capitalized terms used in this section for
which no definition is provided.
Maturity and Interest
The Notes are general unsecured obligations of the Company limited in
aggregate principal amount to $500,000,000 and will mature on March 1, 2011.
Interest on the Notes will accrue at the rate of 10% per annum and will be
payable semi-annually in arrears on March 1 and September 1 in each year,
commencing on September 1, 2001, to holders of record on the immediately
preceding February 15 and August 15, respectively. Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of the original issuance of the Notes (the
"Issue Date"). Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months.
Principal of, premium, if any, and interest on the Notes will be payable at
the office or agency of the Company maintained for such purpose within the City
of New York or, at the option of the Company, payment of interest may be made by
check mailed to the holders of the Notes at their respective addresses as set
forth in the register of holders of Notes. Until otherwise designated by the
Company, the Company's office or agency in the City of New York will be the
office of the Trustee maintained for such purpose. The Notes will be issued in
fully registered form, without coupons, and in denominations of $1,000 and
integral multiples thereof.
Ranking and Subordination
The payment of principal of, premium, if any, and interest on the Notes will
be subordinated in right of payment, to the extent and in the manner provided in
the Indenture, to the prior payment in full of all Senior Debt of the Company,
whether outstanding on the Issue Date or incurred thereafter. As of December 31,
2000, after giving pro forma effect to this offering and the application of the
net proceeds therefrom, the Company would have had approximately $453.1 million
of Senior Debt, with the ability, subject to certain limitations, to incur
approximately $94.4 million of additional Senior Debt pursuant to the Credit
Agreement. The Indenture will, subject to certain financial tests, permit the
Company and its Restricted Subsidiaries to incur additional Indebtedness,
including Senior Debt. See "--Covenants--Limitation on Incurrence of
Indebtedness and Issuance of Disqualified Stock."
Upon any payment or distribution of cash, securities or other property of the
Company to creditors upon any liquidation, dissolution or winding up of the
Company, or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or its property or securities, the holders of
any Senior Debt of the Company will be entitled to receive payment in full, in
cash or Cash Equivalents, of all Obligations due in respect of such Senior Debt
(including interest after the commencement of any such proceeding at the rate
specified in the agreements governing such Senior Debt) before the holders of
the Notes will be entitled to receive any payment or distribution with respect
to the Notes.
-25-
The Company also may not make any payment upon or in respect of the Notes if
(i) a default in the payment of the principal of, premium, if any, or interest
on any Designated Senior Debt occurs and is continuing, whether at maturity or
at a date fixed for prepayment or by declaration of acceleration or otherwise,
or (ii) the Trustee has received written notice (a "Payment Blockage Notice")
from the representative of any holders of Designated Senior Debt that a
nonpayment default has occurred and is continuing with respect to such
Designated Senior Debt that permits such holders to accelerate the maturity of
such Designated Senior Debt. Payments on the Notes shall resume (and all past
due amounts on the Notes, with interest thereon as specified in the Indenture,
shall be paid) (i) in the case of a payment default in respect of any Designated
Senior Debt, on the date on which such default is cured or waived, and (ii) in
the case of a nonpayment default in respect of any Designated Senior Debt, on
the earlier of (a) the date on which such nonpayment default is cured or waived,
or (b) 179 days after the date on which the Payment Blockage Notice with respect
to such default was received by the Trustee, in each case, unless the maturity
of any Designated Senior Debt has been accelerated and the Company has defaulted
with respect to the payment of such Designated Senior Debt. During any
consecutive 365-day period, the aggregate number of days in which payments due
on the Notes may not be made as a result of nonpayment defaults on Designated
Senior Debt (a "Payment Blockage Period") shall not exceed 179 days, and there
shall be a period of at least 186 consecutive days in each consecutive 365-day
period when such payments are not prohibited. No event or circumstance that
creates a default under any Designated Senior Debt that (i) gives rise to the
commencement of a Payment Blockage Period or (ii) exists at the commencement of
or during any Payment Blockage Period shall be made the basis for the
commencement of any subsequent Payment Blockage Period unless such default has
been cured or waived for a period of not less than 90 consecutive days following
the commencement of the initial Payment Blockage Period.
As a result of the subordination provisions described above, in the event of
liquidation or insolvency, holders of Notes may recover less ratably than
creditors holding Senior Debt of the Company. In such circumstances, funds which
would otherwise be payable to the holders of the Notes will be paid to the
holders of the Senior Debt to the extent necessary to pay the Senior Debt in
full in cash or Cash Equivalents, and the Company may be unable to meet its
obligations fully with respect to the Notes.
The subordination provisions described above will cease to be applicable to
the Notes upon any defeasance or covenant defeasance of the Notes. See "--
Defeasance."
Subsidiary Guarantees
The Company's payment obligations under the Notes will be jointly and
severally guaranteed by the Subsidiary Guarantors. The obligations of each
Subsidiary Guarantor under its Subsidiary Guarantee will be unconditional and
absolute, irrespective of any invalidity, illegality, unenforceability of any
Note or the Indenture or any extension, compromise, waiver or release in respect
of any obligation of the Company or any other Subsidiary Guarantor under any
Note or the Indenture, or any modification or amendment of or supplement to the
Indenture.
The obligations of any Subsidiary Guarantor under its Subsidiary Guarantee
will be subordinated, to the same extent as the obligations of the Company in
respect of the Notes, to the prior payment in full in cash or Cash Equivalents
of all Senior Debt of such Subsidiary Guarantor, which will include any
guarantee issued by such Subsidiary Guarantor of any Senior Debt, including
Indebtedness represented by guarantees under the Credit Agreement. The
obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be
limited to the extent necessary to provide that such Subsidiary Guarantee does
not constitute a fraudulent conveyance under applicable law. Each Subsidiary
Guarantor that makes a payment or distribution under its Subsidiary Guarantee
shall be entitled to a contribution from each other Subsidiary Guarantor so long
as the exercise of such right does not impair the rights of holders of Notes
under any Subsidiary Guarantee. See "Risk Factors--The guarantees may not be
enforceable because of fraudulent conveyance laws." A Subsidiary Guarantor shall
be released and discharged from its obligations under its Subsidiary Guarantee
under certain limited circumstances. See "--Covenants--Limitation on Guarantees
of Company Indebtedness by Restricted Subsidiaries" and "--Merger, Consolidation
and Sale of Assets."
-26-
Redemption
Mandatory Redemption. The Notes are not subject to any mandatory sinking fund
redemption prior to maturity.
Optional Redemption. Except as set forth below, the Notes are not redeemable
at the Company's option prior to March 1, 2006. Thereafter, the Notes will be
subject to redemption at the option of the Company, in whole or in part, at the
redemption prices (expressed as percentages of the principal amount of the
Notes) set forth below, plus accrued and unpaid interest to the date of
redemption, if redeemed during the twelve-month period beginning on March 1 of
the years indicated below.
Year Percentage
---- ----------
2006.......................................... 105.000%
2007.......................................... 103.333%
2008.......................................... 101.667%
2009 and thereafter........................... 100.000%
Notwithstanding the foregoing, at any time prior to March 1, 2004, the
Company, at its option, may redeem the Notes, in part, with the net proceeds of
one or more Public Equity Offerings, at a redemption price equal to 110% of the
principal amount thereof, together with accrued and unpaid interest to the date
of redemption; provided, however, that after any such redemption the aggregate
principal amount of the Notes outstanding must equal at least 66 2/3% of the
aggregate principal amount of the Notes originally issued in this Offering.
Selection and Notice. If less than all of the Notes are to be redeemed at any
time, selection of the Notes to be redeemed will be made by the Company in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed or, if the Notes are not listed on a
securities exchange, on a pro rata basis, by lot or by any other method as the
Trustee shall deem fair and appropriate; provided that Notes redeemed in part
shall only be redeemed in integral multiples of $1,000. Notices of any optional
or mandatory redemption shall be mailed by first class mail at least 30 but not
more than 60 days before the redemption date to each holder of Notes to be
redeemed at such holder's registered address. If any Note is to be redeemed in
part only, the notice of redemption that relates to such Note shall state the
portion of the principal amount thereof to be redeemed, and the Trustee shall
authenticate and mail to the holder of the original Note a new Note in principal
amount equal to the unredeemed portion of the original Note promptly after the
original Note has been canceled. On and after the redemption date, interest will
cease to accrue on Notes or portions thereof called for redemption.
Change of Control
In the event of a Change of Control (as defined in this prospectus), each
holder of Notes will have the right, subject to the terms and conditions of the
Indenture, to require the Company to offer to repurchase all or any portion
(equal to $1,000 or an integral multiple thereof) of such holder's Notes at a
purchase price in cash equal to 101% of the aggregate principal amount thereof,
plus accrued and unpaid interest to the date of repurchase, in accordance with
the terms set forth below (a "Change of Control Offer").
The Credit Agreement prohibits the Company from repurchasing any Notes
pursuant to a Change of Control Offer prior to repayment in full of the Senior
Bank Debt under the Credit Agreement. As of December 31, 2000, after giving pro
forma effect to this Offering and the application of the net proceeds therefrom,
the Company would have had approximately $457.7 million of Senior Debt, with the
ability, subject to certain limitations, to incur approximately $94.4 million of
additional Senior Debt pursuant to the Credit Agreement. Accordingly, if a
Change of Control were to occur, there can be no assurance that the Company will
have sufficient assets to satisfy its obligations under the Credit Agreement or,
thereafter, to purchase any of the Notes. Any additional credit agreements or
other agreements relating to Senior Debt to which the Company becomes a party
may contain similar restrictions and provisions. Moreover, the Credit Agreement
contains a "change of control" provision that is similar to the provision in the
Indenture relating to a Change of Control, and the occurrence of such a "change
of control" would constitute a default under the Credit Agreement.
-27-
In the event that a Change of Control occurs at a time when the Company is
prohibited from repurchasing the Notes by the Credit Agreement or any other
agreement governing Senior Debt of the Company, the Company shall seek either to
repay such Senior Debt or to obtain the requisite consents of the holders of
such Senior Debt to commence a Change of Control Offer to repurchase the Notes
in accordance with the terms of the Indenture. If the Company is unable to
obtain such consents and/or repay all such Senior Debt, the Company would remain
prohibited from repurchasing any Notes and, as a result, the Company could not
commence a Change of Control Offer to repurchase the Notes within 30 days of the
occurrence of the Change of Control, which would constitute an Event of Default
under the Indenture. The Company's failure to commence such a Change of Control
Offer would also constitute an event of default under the Credit Agreement which
would permit the lenders thereunder to accelerate all of the Company's Senior
Bank Debt under the Credit Agreement. If a Change of Control were to occur,
there can be no assurance that the Company would have sufficient assets to first
satisfy its obligations under the Credit Agreement or other agreements relating
to Senior Debt, if accelerated, and then to repurchase all of the Notes that
might be delivered by holders seeking to accept a Change of Control Offer. See
"Risk Factors--We may not be able to finance a change of control offer required
by the indenture."
Within 30 days following the occurrence of any Change of Control, the Company
shall mail to each holder of Notes at such holder's registered address a notice
stating: (i) that a Change of Control has occurred and that such holder has the
right to require the Company to repurchase all or a portion (equal to $1,000 or
an integral multiple thereof) of such holder's Notes at a purchase price in cash
equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid
interest to the date of purchase (the "Change of Control Purchase Date"), which
shall be a business day, specified in such notice, that is not earlier than 30
days or later than 60 days from the date such notice is mailed; (ii) the amount
of accrued and unpaid interest as of the Change of Control Purchase Date; (iii)
that any Note not tendered will continue to accrue interest; (iv) that, unless
the Company defaults in the payment of the purchase price for the Notes payable
pursuant to the Change of Control Offer, any Notes accepted for payment pursuant
to the Change of Control Offer shall cease to accrue interest after the Change
of Control Purchase Date; (v) the procedures, consistent with the Indenture, to
be followed by a holder of Notes in order to accept a Change of Control Offer or
to withdraw such acceptance; and (vi) such other information as may be required
by the Indenture and applicable laws and regulations.
On the Change of Control Purchase Date, the Company will (i) accept for
payment all Notes or portions thereof tendered pursuant to the Change of Control
Offer, (ii) deposit with the Paying Agent the aggregate purchase price of all
Notes or portions thereof accepted for payment and any accrued and unpaid
interest on such Notes as of the Change of Control Purchase Date, and (iii)
deliver or cause to be delivered to the Trustee all Notes tendered pursuant to
the Change of Control Offer. If less than all Notes tendered pursuant to the
Change of Control Offer are accepted for payment by the Company for any reason
consistent with the Indenture, selection of the Notes to be purchased by the
Company shall be in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are listed or, if the Notes are
not so listed, on a pro rata basis, by lot or by such method as the Trustee
shall deem fair and appropriate; provided that Notes accepted for payment in
part shall only be purchased in integral multiples of $1,000. The Paying Agent
shall promptly mail to each holder of Notes or portions thereof accepted for
payment an amount equal to the purchase price for such Notes plus any accrued
and unpaid interest thereon, and the Trustee shall promptly authenticate and
mail to such holder of Notes accepted for payment in part a new Note equal in
principal amount to any unpurchased portion of the Notes, and any Note not
accepted for payment in whole or in part shall be promptly returned to the
holder of such Note. On and after a Change of Control Purchase Date, interest
will cease to accrue on the Notes or portions thereof accepted for payment,
unless the Company defaults in the payment of the purchase price therefor. The
Company will announce the results of the Change of Control Offer to holders of
the Notes on or as soon as practicable after the Change of Control Purchase
Date.
The Company will comply with the applicable tender offer rules, including the
requirements of Rule 14e-1 under the Exchange Act, and all other applicable
securities laws and regulations in connection with any Change of Control Offer.
Covenants
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock.
The Indenture provides that the Company will not, and will not permit any of its
Restricted Subsidiaries to, create, incur, assume or directly or
-28-
indirectly guarantee or in any other manner become directly or indirectly liable
for ("incur") any Indebtedness (including Acquired Debt) or issue any
Disqualified Stock if, at the time of and immediately after giving pro forma
effect to such incurrence of Indebtedness or issuance of Disqualified Stock, the
Debt to Operating Cash Flow Ratio of the Company and its Restricted Subsidiaries
is more than 7.0:1; provided that any Indebtedness that is not Senior Debt that
is permitted to be incurred hereunder by the Company or any Restricted
Subsidiary shall, at the time of incurrence, have a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of the
Notes.
The foregoing limitations will not apply to the incurrence of any of the
following (collectively, "Permitted Indebtedness"):
(i) Senior Bank Debt arising under the Credit Agreement;
(ii) Indebtedness of any Restricted Subsidiary consisting of a guarantee
of the Company's Senior Bank Debt under the Credit Agreement ;
(iii) Indebtedness of the Company represented by the Notes and
Indebtedness of any Subsidiary Guarantor represented by a Subsidiary
Guarantee;
(iv) Indebtedness of the Company represented by the Exchange Notes;
(v) Indebtedness owed by any Wholly Owned Restricted Subsidiary to the
Company or to another Wholly Owned Restricted Subsidiary, or owed by the
Company to any Wholly Owned Restricted Subsidiary; provided that any such
Indebtedness shall be at all times held by a Person which is either the
Company or a Wholly Owned Restricted Subsidiary of the Company; and provided
further that upon either (a) the transfer or other disposition of any such
Indebtedness to a Person other than the Company or another Wholly Owned
Restricted Subsidiary or (b) the sale, lease, transfer or other disposition
of shares of Capital Stock (including by consolidation or merger) of any such
Wholly Owned Restricted Subsidiary to a Person other than the Company or
another Wholly Owned Restricted Subsidiary, the incurrence of such
Indebtedness shall be deemed to be an incurrence that is not permitted by
this clause (v);
(vi) guarantees of any Restricted Subsidiary that are made in accordance
with the provisions of the covenant described under "--Covenants--Limitation
on Guarantees of Company Indebtedness by Restricted Subsidiaries";
(vii) Indebtedness arising with respect to Interest Rate Agreement
Obligations incurred for the purpose of fixing or hedging interest rate risk
with respect to any floating rate Indebtedness that is permitted by the terms
of the Indenture to be outstanding;
(viii) Purchase Money Indebtedness and Capital Lease Obligations which do
not exceed, as determined in accordance with GAAP, $10,000,000 in the
aggregate at any one time outstanding;
(ix) any Indebtedness incurred in connection with or given in exchange
for the renewal, extension, substitution, refunding, defeasance, refinancing
or replacement of any Indebtedness described in clauses (i), (ii), (iii) and
(iv) above ("Refinancing Indebtedness"); provided that (a) the principal
amount of such Refinancing Indebtedness shall not exceed the principal amount
of the Indebtedness so renewed, extended, substituted, refunded, defeased,
refinanced or replaced (plus the premiums paid in connection therewith (which
shall not exceed the stated amount of any premium or other payment required
to be paid in connection with such a refinancing pursuant to the terms of the
Indebtedness being renewed, extended, substituted, refunded, defeased,
refinanced or replaced) and the expenses incurred in connection therewith);
(b) with respect to Refinancing Indebtedness of any Indebtedness other than
Senior Debt, the Refinancing Indebtedness shall have a Weighted Average Life
to Maturity equal to or greater than the Weighted Average Life to Maturity of
the Indebtedness being renewed, extended, substituted, refunded, defeased,
refinanced or replaced; and (c) with respect to Refinancing Indebtedness of
Indebtedness other than Senior Debt incurred by (1) the Company, such
Refinancing Indebtedness shall rank no more senior, and shall be at least as
subordinated, in
-29-
right of payment to the Notes as the Indebtedness being renewed, extended,
substituted, refunded, defeased, refinanced or replaced, and (2) a Subsidiary
Guarantor, such Refinancing Indebtedness shall rank no more senior, and shall
be at least as subordinated, in right of payment to the Subsidiary Guarantee
as the Indebtedness being renewed, extended, substituted, refunded, defeased,
refinanced or replaced; and
(x) Indebtedness of the Company in addition to that described in
clauses (i) through (ix) above, and any renewals, extensions, substitutions,
refinancings or replacements of such Indebtedness, so long as the aggregate
principal amount of all such Indebtedness incurred pursuant to this clause
(x) does not exceed $15,000,000 at any one time outstanding.
Limitation on Restricted Payments. The Indenture provides that the Company
will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, make any Restricted Payment, unless at the time of and immediately
after giving effect to the proposed Restricted Payment (with the value of any
such Restricted Payment, if other than cash, to be determined by the Board of
Directors of the Company, whose determination shall be conclusive and evidenced
by a board resolution), (i) no Default or Event of Default (and no event that,
after notice or lapse of time, or both, would become an "event of default" under
the terms of any Indebtedness of the Company or its Restricted Subsidiaries)
shall have occurred and be continuing or would occur as a consequence thereof,
(ii) the Company could incur at least $1.00 of additional Indebtedness pursuant
to the first paragraph under "--Covenants--Limitation on Incurrence of
Indebtedness and Issuance of Disqualified Stock" and (iii) the aggregate amount
of all Restricted Payments made after September 30, 1994 shall not exceed the
sum of (a) an amount equal to the Company's Cumulative Operating Cash Flow less
1.4 times the Company's Cumulative Consolidated Interest Expense, plus (b) the
aggregate amount of all net cash proceeds received after September 30, 1994 by
the Company (but excluding the net cash proceeds received by the Company from
its initial public offering of Class A Common Stock on November 14, 1994) from
the issuance and sale (other than to a Restricted Subsidiary) of Capital Stock
(other than Disqualified Stock) to the extent that such proceeds are not used to
redeem, repurchase, retire or otherwise acquire Capital Stock or any
Indebtedness of the Company or any Restricted Subsidiary pursuant to clause (ii)
of the next paragraph.
The foregoing provisions will not prohibit, so long as there is no Default or
Event of Default continuing, the following actions (collectively, "Permitted
Payments"):
(i) the payment of any dividend within 60 days after the date of
declaration thereof, if at such declaration date such payment would have been
permitted under the Indenture, and such payment shall be deemed to have been
paid on such date of declaration for purposes of clause (iii) of the
preceding paragraph;
(ii) the redemption, repurchase, retirement or other acquisition of any
Capital Stock or any Indebtedness of the Company in exchange for, or out of
the proceeds of the substantially concurrent sale (other than to a Restricted
Subsidiary) of, Capital Stock of the Company (other than any Disqualified
Stock); and
(iii) the payment to Nationwide Communications Inc. of the deferred
portion of the purchase price for the three television stations that are
subject of the Acquisition Agreement.
Limitation on Asset Sales. The Indenture provides that the Company will not,
and will not permit any Restricted Subsidiary to, make any Asset Sale unless (i)
the Company or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the fair market
value (as evidenced by a resolution of the Board of Directors set forth in an
Officers' Certificate delivered to the Trustee) of the assets or other property
sold or disposed of in the Asset Sale, and (ii) at least 75% of such
consideration is in the form of cash or Cash Equivalents; provided that for
purposes of this covenant "cash" shall include the amount of any liabilities
(other than liabilities that are by their terms subordinated to the Notes or any
Subsidiary Guarantee) of the Company or such Restricted Subsidiary (as shown on
the Company's or such Restricted Subsidiary's most recent balance sheet or in
the notes thereto) that are assumed by the transferee of any such assets or
other property in such Asset Sale (and excluding any liabilities that are
incurred in connection with or in anticipation of such Asset Sale), but only to
the extent that such assumption is effected on a basis under which there is no
further recourse to the Company or any of its Restricted Subsidiaries with
respect to such liabilities.
-30-
Within 360 days after any Asset Sale, the Company may elect to apply the Net
Proceeds from such Asset Sale to (a) permanently reduce any Senior Debt of the
Company, and/or (b) make an investment in, or acquire assets directly related
to, the television broadcasting business. Pending the final application of any
such Net Proceeds, the Company may temporarily reduce Senior Bank Debt of the
Company or temporarily invest such Net Proceeds in any manner permitted by the
Indenture. Any Net Proceeds from an Asset Sale not applied or invested as
provided in the first sentence of this paragraph within 360 days of such Asset
Sale will be deemed to constitute "Excess Proceeds."
As soon as practical, but in no event later than 10 business days after any
date (an "Asset Sale Offer Trigger Date") that the aggregate amount of Excess
Proceeds exceeds $5,000,000, the Company shall, if and to the extent permitted
by the agreements governing any Senior Debt of the Company and the Existing
Notes Indenture as in effect on the Issue Date, commence an offer to purchase
the maximum principal amount of Notes and other Indebtedness of the Company that
ranks pari passu in right of payment with the Notes (to the extent required by
the instrument governing such other Indebtedness) that may be purchased out of
the Excess Proceeds (an "Asset Sale Offer"); provided that prior to making any
such Asset Sale Offer the Company may, to the extent required pursuant to the
Existing Notes Indentures as in effect on the Issue Date, use all or a portion
of such Excess Proceeds to redeem Existing Notes. Any Notes and other
Indebtedness to be purchased pursuant to an Asset Sale Offer shall be purchased
pro rata based on the aggregate principal amount of Notes and such other
Indebtedness outstanding and all Notes shall be purchased at an offer price in
cash in an amount equal to 100% of the principal amount thereof, plus accrued
and unpaid interest to the date of purchase. To the extent that any Excess
Proceeds remain after completion of an Asset Sale Offer, the Company may use the
remaining amount for general corporate purposes. In the event that the Company
is prohibited under the terms of any agreement governing outstanding Senior Debt
of the Company from repurchasing Notes with Excess Proceeds pursuant to an Asset
Sale Offer as set forth in the first sentence of this paragraph, the Company
shall promptly use all Excess Proceeds to permanently reduce such outstanding
Senior Debt of the Company.
Within 30 days following any Asset Sale Offer Trigger Date, the Company shall
mail to each holder of Notes at such holder's registered address a notice
stating: (i) that an Asset Sale Offer Trigger Date has occurred and that the
Company is offering to purchase the maximum principal amount of Notes that may
be purchased out of the Excess Proceeds (to the extent provided in the
immediately preceding paragraph), at an offer price in cash in an amount equal
to 100% of the principal amount thereof, plus accrued and unpaid interest to the
date of purchase (the "Asset Sale Offer Purchase Date"), which shall be a
business day, specified in such notice, that is not earlier than 30 days or
later than 60 days from the date such notice is mailed; (ii) the amount of
accrued and unpaid interest as of the Asset Sale Offer Purchase Date; (iii) that
any Note not tendered will continue to accrue interest; (iv) that, unless the
Company defaults in the payment of the purchase price for the Notes payable
pursuant to the Asset Sale Offer, any Notes accepted for payment pursuant to the
Asset Sale Offer shall cease to accrue interest after the Asset Sale Offer
Purchase Date; (v) the procedures, consistent with the Indenture, to be followed
by a holder of Notes in order to accept an Asset Sale Offer or to withdraw such
acceptance; and (vi) such other information as may be required by the Indenture
and applicable laws and regulations.
On the Asset Sale Offer Purchase Date, the Company will (i) accept for
payment the maximum principal amount of Notes or portions thereof tendered
pursuant to the Asset Sale Offer that can be purchased out of Excess Proceeds
from such Asset Sale (to the extent provided in the second preceding paragraph),
(ii) deposit with the Paying Agent the aggregate purchase price of all Notes or
portions thereof accepted for payment and any accrued and unpaid interest on
such Notes as of the Asset Sale Offer Purchase Date, and (iii) deliver or cause
to be delivered to the Trustee all Notes tendered pursuant to the Asset Sale
Offer. If less than all Notes tendered pursuant to the Asset Sale Offer are
accepted for payment by the Company for any reason consistent with the
Indenture, selection of the Notes to be purchased by the Company shall be in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed or, if the Notes are not so listed, on a
pro rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate; provided that Notes accepted for payment in part shall only be
purchased in integral multiples of $1,000. The Paying Agent shall promptly mail
to each holder of Notes or portions thereof accepted for payment an amount equal
to the purchase price for such Notes plus any accrued and unpaid interest
thereon, and the Trustee shall promptly authenticate and mail to such holder of
Notes accepted for payment in part a new Note equal in principal amount to any
unpurchased portion of the Notes, and any Note not accepted for payment in whole
or in part shall be promptly returned to the holder of such Note. On and after
an Asset Sale Offer Purchase Date, interest will cease to accrue on the Notes or
portions thereof accepted for payment, unless the Company defaults in the
payment of the purchase price therefor. The Company will announce
-31-
the results of the Asset Sale Offer to holders of the Notes on or as soon as
practicable after the Asset Sale Offer Purchase Date.
The Company will comply with the applicable tender offer rules, including the
requirements of Rule 14e-1 under the Exchange Act, and all other applicable
securities laws and regulations in connection with any Asset Sale Offer.
Limitation on Liens. The Indenture provides that the Company will not, and
will not permit any Subsidiary Guarantor to, directly or indirectly, create,
incur, assume or suffer to exist any Lien (other than Permitted Liens) on any
asset now owned or hereafter acquired or any income or profits therefrom or
assign or convey any right to receive income therefrom to secure any
Indebtedness; provided that in addition to creating Permitted Liens on its
properties or assets, (i) the Company may create any Lien upon any of its
properties or assets (including, but not limited to, any Capital Stock of its
Subsidiaries) if the Notes are equally and ratably secured thereby, and (ii) a
Subsidiary Guarantor may create any Lien upon any of its properties or assets
(including, but not limited to, any Capital Stock of its Subsidiaries) if its
Subsidiary Guarantee is equally and ratably secured thereby; provided, however,
that if (a) the Company creates any Lien on its assets to secure any
Subordinated Indebtedness of the Company, the Lien securing such Subordinated
Indebtedness shall be subordinated and junior to the Lien securing the Notes
with the same or lesser priorities as the Subordinated Indebtedness shall have
with respect to the Notes, and (b) a Subsidiary Guarantor creates any Lien on
its assets to secure any Subordinated Indebtedness of such Subsidiary Guarantor,
the Lien securing such Subordinated Indebtedness shall be subordinated and
junior to the Lien securing the Subsidiary Guarantee of such Subsidiary
Guarantor with the same or lesser priorities as the Subordinated Indebtedness
shall have with respect to the Subsidiary Guarantee.
Limitation on Dividends and Other Payment Restrictions Affecting Restricted
Subsidiaries. The Indenture provides that the Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any Restricted Subsidiary to (i) pay dividends or
make any other distributions to the Company or any other Restricted Subsidiary
on its Capital Stock or with respect to any other interest or participation in,
or measured by, its profits, or pay any Indebtedness owed to the Company or any
other Restricted Subsidiary, (ii) make loans or advances to the Company or any
other Restricted Subsidiary, or (iii) transfer any of its properties or assets
to the Company or any other Restricted Subsidiary, except for such encumbrances
or restrictions existing under or by reason of (a) the Credit Agreement as in
effect on the Issue Date, and any amendments, restatements, renewals,
replacements or refinancings thereof; provided that such amendments,
restatements, renewals, replacement or refinancings are no more restrictive in
the aggregate with respect to such dividend and other payment restrictions than
those contained in the Credit Agreement (or, if more restrictive, than those
contained in the Indenture) immediately prior to any such amendment,
restatement, renewal, replacement or refinancing, (b) applicable law, (c) any
instrument governing Indebtedness or Capital Stock of an Acquired Person
acquired by the Company or any of its Restricted Subsidiaries as in effect at
the time of such acquisition (except to the extent such Indebtedness was
incurred in connection with such acquisition); provided that (1) such
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Acquired Person, and (2) the consolidated net income of
an Acquired Person for any period prior to such acquisition shall not be taken
into account in determining whether such acquisition was permitted by the terms
of the Indenture, (d) by reason of customary non-assignment provisions in leases
entered into in the ordinary course of business and consistent with past
practices, (e) Purchase Money Indebtedness for property acquired in the ordinary
course of business that only impose restrictions on the property so acquired,
(f) an agreement for the sale or disposition of the Capital Stock or assets
of such Restricted Subsidiary; provided that such restriction is only applicable
to such Restricted Subsidiary or assets, as applicable, and such sale or
disposition otherwise is permitted under the covenant described under "--
Covenants--Limitation on Asset Sales"; and provided, further, that such
restriction or encumbrance shall be effective only for a period from the
execution and delivery of such agreement through a termination date not later
than 270 days after such execution and delivery, (g) Refinancing Indebtedness
permitted under the Indenture; provided that the restrictions contained in the
agreements governing such Refinancing Indebtedness are no more restrictive in
the aggregate than those contained in the agreements governing the Indebtedness
being refinanced immediately prior to such refinancing, (h) the Acquisition
Agreement or (i) the Indenture.
-32-
Limitation on Transactions with Affiliates. The Company will not, and will
not permit any Restricted Subsidiary to, directly or indirectly, enter into or
suffer to exist any transaction or series of related transactions (including,
without limitation, the sale, purchase, exchange or lease of assets, property or
services) with any Affiliate of the Company (other than the Company or a Wholly
Owned Restricted Subsidiary) unless (i) such transaction or series of
transactions is on terms that are no less favorable to the Company or such
Restricted Subsidiary, as the case may be, than would be available in a
comparable transaction in arm's-length dealings with an unrelated third party,
and (ii)(a) with respect to any transaction or series of transactions involving
aggregate payments in excess of $1,000,000, the Company delivers an Officers'
Certificate to the Trustee certifying that such transaction or series of related
transactions complies with clause (i) above and such transaction or series of
related transactions has been approved by a majority of the members of the Board
of Directors of the Company (and approved by a majority of the Independent
Directors or, in the event there is only one Independent Director, by such
Independent Director), and (b) with respect to any transaction or series of
transactions involving aggregate payments in excess of $5,000,000, an opinion as
to the fairness to the Company or such Restricted Subsidiary from a financial
point of view issued by an investment banking firm of national standing.
Notwithstanding the foregoing, this provision will not apply to (i) employment
agreements or compensation or employee benefit arrangements with any officer,
director or employee of the Company entered into in the ordinary course of
business (including customary benefits thereunder), (ii) any transaction entered
into by the Company or one of its Wholly Owned Restricted Subsidiaries with one
or more Wholly Owned Restricted Subsidiaries of the Company, and (iii) the
national advertising representation agreements between the Company (or any of
its Restricted Subsidiaries) and Adam Young, Inc. existing on the date of the
Indenture (and any renewals, extensions or replacements thereof, and any future
such agreements with respect to television stations acquired by the Company or
its Restricted Subsidiaries after the date of the Indenture, so long as such
renewals, extensions, replacements or future agreements are on terms
substantially similar to those of such existing agreements) and other
transactions in existence on the date of the Indenture and described or referred
to in "Certain Transactions."
Limitation on Incurrence of Senior Subordinated Indebtedness. The Indenture
provides that (i) the Company will not, directly or indirectly, incur, create,
issue, assume, guarantee or otherwise become liable for any Indebtedness that is
subordinated or junior in right of payment to any Senior Debt of the Company and
senior in any respect in right of payment to the Notes, and (ii) the Company
will not, directly or indirectly, permit any Subsidiary Guarantor to incur,
create, issue, assume, guarantee or otherwise become liable for any Indebtedness
that is subordinated or junior in right of payment to its Senior Debt and senior
in any respect in right of payment to its Subsidiary Guarantee.
Limitation on Guarantees of Company Indebtedness by Restricted Subsidiaries.
The Indenture provides that in the event that any Restricted Subsidiary,
directly or indirectly, guarantees any Indebtedness of the Company other than
the Notes (the "Other Indebtedness") the Company shall cause such Restricted
Subsidiary to concurrently guarantee (an "Additional Guarantee") the Company's
Obligations under the Indenture and the Notes to the same extent that such
Restricted Subsidiary guaranteed the Company's Obligations under the Other
Indebtedness (including waiver of subrogation, if any); provided that if such
Other Indebtedness is (i) Senior Debt, the Additional Guarantee shall be
subordinated in right of payment to the guarantee of such Other Indebtedness, in
the same manner and to the same extent as the Notes are subordinated to Senior
Debt pursuant to the subordination provisions of the Indenture, and such
Additional Guarantee shall be on the same terms and subject to the same
conditions as the Initial Guarantees given under the Indenture, (ii) Senior
Subordinated Indebtedness, the Additional Guarantee shall be pari passu in right
of payment with the guarantee of the Other Indebtedness, or (iii) Subordinated
Indebtedness, the Additional Guarantee shall be senior in right of payment to
the guarantee of the Other Indebtedness; provided, however, that each Additional
Guarantee shall by its terms provide that the Additional Guarantor making such
Additional Guarantee will be automatically and unconditionally released and
discharged from its obligations under such Additional Guarantee upon the release
or discharge of the guarantee of the Other Indebtedness that resulted in the
creation of such Additional Guarantee, except a discharge or release by, or as a
result of, any payment under the guarantee of such Other Indebtedness by such
Additional Guarantor.
Limitation on Subsidiary Capital Stock. The Indenture provides that the
Company will not permit any Restricted Subsidiary of the Company to issue any
Capital Stock, except for (i) Capital Stock issued to and held by the Company or
a Wholly Owned Restricted Subsidiary, and (ii) Capital Stock issued by a Person
prior to the time (a) such Person becomes a Restricted Subsidiary, (b) such
Person merges with or into a Restricted Subsidiary or (c)
-33-
a Restricted Subsidiary merges with or into such Person; provided that such
Capital Stock was not issued by such Person in anticipation of the type of
transaction contemplated by clause (a), (b) or (c).
Limitation on Certain Transfers of Assets. The Indenture provides that the
Company and the Subsidiary Guarantors will not sell, convey, transfer or
otherwise dispose of their respective assets or properties to any of the
Company's Subsidiaries (other than another Subsidiary Guarantor), except for
sales, conveyances, transfers or other dispositions made in the ordinary course
of business and except for capital contributions to any Restricted Subsidiary,
the only material assets of which are broadcast licenses. For purposes of this
provision, any sale, conveyance, transfer, lease or other disposition of
property or assets having a fair market value in excess of (i) $1,000,000 for
any sale, conveyance, transfer, lease or disposition or series of related sales,
conveyances, transfers, leases or dispositions and (ii) $5,000,000 in the
aggregate for all such sales, conveyances, transfers, leases or dispositions in
any fiscal year of the Company shall not be considered "in the ordinary course
of business."
Future Subsidiary Guarantors. The Indenture provides that the Company and
each Subsidiary Guarantor shall cause each Restricted Subsidiary of the Company
which, after the date of the Indenture (if not then a Subsidiary Guarantor),
becomes a Restricted Subsidiary to execute and deliver an indenture supplemental
to the Indenture and thereby become an Additional Guarantor which shall be bound
by the Guarantee of the Notes in the form set forth in the Indenture (without
such Additional Guarantor being required to execute and deliver the Guarantee
endorsed on the Notes).
Provision of Financial Statements. The Indenture provides that, whether or
not the Company is then subject to Section 13(a) or 15(d) of the Exchange Act,
the Company will file with the Commission, so long as the Notes are outstanding,
the annual reports, quarterly reports and other periodic reports which the
Company would have been required to file with the Commission pursuant to such
Section 13(a) or 15(d) if the Company were so subject, and such documents shall
be filed with the Commission on or prior to the respective dates (the "Required
Filing Dates") by which the Company would have been required so to file such
documents if the Company were so subject. The Company will also in any event (i)
within 15 days of each Required Filing Date, (a) transmit by mail to all holders
of Notes, as their names and addresses appear in the Note register, without cost
to such holders and (b) file with the Trustee copies of the annual reports,
quarterly reports and other periodic reports which the Company would have been
required to file with the Commission pursuant to Section 13(a) or 15(d) of the
Exchange Act if the Company were subject to such Section and (ii) if filing such
documents by the Company with the Commission is prohibited under the Exchange
Act, promptly upon written request and payment of the reasonable cost of
duplication and delivery, supply copies of such documents to any prospective
holder at the Company's cost.
Additional Covenants. The Indenture also contains covenants with respect to
the following matters: (i) payment of principal, premium and interest; (ii)
maintenance of an office or agency in the City of New York; (iii) maintenance of
corporate existence; (iv) payment of taxes and other claims; (v) maintenance of
properties; and (vi) maintenance of insurance.
Merger, Consolidation and Sale of Assets
The Indenture provides that the Company shall not consolidate or merge with
or into (whether or not the Company is the Surviving Person), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions to, another Person
unless (i) the Surviving Person is a corporation organized or existing under the
laws of the United States, any state thereof or the District of Columbia; (ii)
the Surviving Person (if other than the Company) assumes all the obligations of
the Company under the Notes and the Indenture pursuant to a supplemental
indenture in a form reasonably satisfactory to the Trustee; (iii) at the time of
and immediately after such Disposition, no Default or Event of Default shall
have occurred and be continuing; and (iv) the Surviving Person (A) will have
Consolidated Net Worth (immediately after giving effect to the Disposition on a
pro forma basis) equal to or greater than the Consolidated Net Worth of the
Company immediately preceding the transaction, and (B) at the time of such
Disposition and after giving pro forma effect thereto, would be permitted to
incur at least $1.00 of additional Indebtedness pursuant to the first paragraph
of the covenant described under "--Covenants--Limitation on Incurrence of
Indebtedness and Issuance of Disqualified Stock."
-34-
The Indenture provides that in the event of a sale of all or substantially
all of the assets of any Subsidiary Guarantor or all of the Capital Stock of any
Subsidiary Guarantor, by way of merger, consolidation or otherwise, then the
Surviving Person of any such merger or consolidation, or such Subsidiary
Guarantor, if all of its Capital Stock is sold, shall be released and relieved
of any and all obligations under the Subsidiary Guarantee of such Subsidiary
Guarantor if (i) the person or entity surviving such merger or consolidation or
acquiring the Capital Stock of such Subsidiary Guarantor is not a Subsidiary of
the Company, and (ii) the Net Proceeds from such sale are used after such sale
in a manner that complies with the provisions of the covenant described under
"--Covenants--Limitation on Asset Sales" concerning the disposition of Net
Proceeds from an Asset Sale. Except as provided in the preceding sentence, the
Indenture provides that no Subsidiary Guarantor shall consolidate with or merge
with or into another Person, whether or not such Person is affiliated with such
Subsidiary Guarantor and whether or not such Subsidiary Guarantor is the
Surviving Person, unless (i) the Surviving Person is a corporation organized or
existing under the laws of the United States, any state thereof or the District
of Columbia; (ii) the Surviving Person (if other than such Subsidiary Guarantor)
assumes all the obligations of such Subsidiary Guarantor under the Notes and the
Indenture pursuant to a supplemental indenture in a form reasonably satisfactory
to the Trustee; (iii) at the time of and immediately after such Disposition, no
Default or Event of Default shall have occurred and be continuing; and (iv) the
Surviving Person will have Consolidated Net Worth (immediately after giving pro
forma effect to the Disposition) equal to or greater than the Consolidated Net
Worth of such Subsidiary Guarantor immediately preceding the transaction;
provided, however, that clause (iv) of this paragraph shall not be a condition
to a merger or consolidation of a Subsidiary Guarantor if such merger or
consolidation only involves the Company and/or one or more Wholly Owned
Restricted Subsidiaries of the Company.
In the event of any transaction (other than a lease) described in and
complying with the conditions listed in the immediately preceding paragraphs in
which the Company or any Subsidiary Guarantor is not the Surviving Person and
the Surviving Person is to assume all the obligations of the Company or any such
Subsidiary Guarantor under the Notes and the Indenture pursuant to a
supplemental indenture, such Surviving Person shall succeed to, and be
substituted for, and may exercise every right and power of, the Company or such
Subsidiary Guarantor, as the case may be, and the Company or such Subsidiary
Guarantor, as the case may be, would be discharged from its obligations under
the Indenture, the Notes or its Subsidiary Guarantee, as the case may be.
Events of Default
The Indenture provides that each of the following constitutes an Event of
Default:
(i) a default for 30 days in the payment when due of interest on any Note
(whether or not prohibited by the subordination provisions of the Indenture);
(ii) a default in the payment when due of principal on any Note (whether
or not prohibited by the subordination provisions of the Indenture), whether
upon maturity, acceleration, optional or mandatory redemption, required
repurchase or otherwise;
(iii) failure to perform or comply with any covenant, agreement or
warranty in the Indenture (other than the defaults specified in clauses (i)
and (ii) above) which failure continues (A) in the case of any such covenant,
agreement or warranty described herein under "--Covenants--Limitation on
Incurrence of Indebtedness and Issuance of Disqualified Stock," "--Covenants-
-Limitation on Restricted Payments," "--Covenants--Limitation on Asset
Sales," and "--Merger, Consolidation and Sale of Assets," for 30 days after
written notice thereof has been given to the Company by the Trustee or to the
Company and the Trustee by the holders of at least 25% in aggregate principal
amount of the then outstanding Notes and (B) in the case of any other such
covenant, agreement or warranty contained in the Indenture, for 60 days after
written notice thereof has been given to the Company by the Trustee or to the
Company and the Trustee by the holders of at least 25% in aggregate principal
amount of the then outstanding Notes;
(iv) the occurrence of one or more defaults under any agreements,
indentures or instruments under which the Company, any Subsidiary Guarantor
or any other Restricted Subsidiary then has outstanding Indebtedness in
excess of $5,000,000 in the aggregate and, if not already matured at its
final maturity in accordance with its terms, such Indebtedness shall have
been accelerated;
-35-
(v) except as permitted by the Indenture, any Subsidiary Guarantee shall
for any reason cease to be, or be asserted in writing by any Subsidiary
Guarantor or the Company not to be, in full force and effect, and enforceable
in accordance with its terms;
(vi) one or more judgments, orders or decrees for the payment of money in
excess of $5,000,000, either individually or in the aggregate (net of amounts
covered by reputable and creditworthy insurance company, or by bond, surety
or similar instrument), shall be entered against the Company, any Subsidiary
Guarantor or any other Restricted Subsidiary or any of their respective
properties and which judgments, orders or decrees are not paid, discharged,
bonded or stayed for a period of 60 days after their entry;
(vii) any holder or holders of at least $5,000,000 in aggregate principal
amount of Indebtedness of the Company, any Subsidiary Guarantor or any other
Restricted Subsidiary after a default under such Indebtedness shall notify
the Trustee of the intended sale or disposition of any assets of the Company,
any Subsidiary Guarantor or any other Restricted Subsidiary with an aggregate
fair market value (as determined in good faith by the Company's Board of
Directors) of at least $500,000 that have been pledged to or for the benefit
of such holder or holders to secure such Indebtedness or shall commence
proceedings, or take any action (including by way of set-off), to retain in
satisfaction of such Indebtedness or to collect on, seize, dispose of or
apply in satisfaction of such Indebtedness, such assets of the Company, any
Subsidiary Guarantor or any other Restricted Subsidiary (including funds on
deposit or held pursuant to lock-box and other similar arrangements);
(viii) there shall have been the entry by a court of competent
jurisdiction of (a) a decree or order for relief in respect of the Company,
any Subsidiary Guarantor or any other Restricted Subsidiary in an involuntary
case or proceeding under any applicable Bankruptcy Law or (b) a decree or
order adjudging the Company, any Subsidiary Guarantor or any other Restricted
Subsidiary bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company, any Subsidiary
Guarantor or any other Restricted Subsidiary under any applicable federal or
state law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Company, any
Subsidiary Guarantor or any other Restricted Subsidiary or of any substantial
part of their respective properties, or ordering the winding up or
liquidation of their affairs, and any such decree or order for relief shall
continue to be in effect, or any such other decree or order shall be unstayed
and in effect, for a period of 60 days; or
(ix) (a) the Company, any Subsidiary Guarantor or any other Restricted
Subsidiary commences a voluntary case or proceeding under any applicable
Bankruptcy Law or any other case or proceeding to be adjudicated bankrupt or
insolvent, (b) the Company, any Subsidiary Guarantor or any other Restricted
Subsidiary consents to the entry of a decree or order for relief in respect
of the Company, such Subsidiary Guarantor or such Restricted Subsidiary in an
involuntary case or proceeding under any applicable Bankruptcy Law or to the
commencement of any bankruptcy or insolvency case or proceeding against it,
(c) the Company, any Subsidiary Guarantor or any other Restricted Subsidiary
files a petition or answer or consent seeking reorganization or relief under
any applicable federal or state law, (d) the Company, any Subsidiary
Guarantor or any other Restricted Subsidiary (x) consents to the filing of
such petition or the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company, such Subsidiary Guarantor or such Restricted
Subsidiary or of any substantial part of their respective property, (y) makes
an assignment for the benefit of creditors or (z) admits in writing its
inability to pay its debts generally as they become due or (e) the Company,
any Subsidiary Guarantor or any other Restricted Subsidiary takes any
corporate action in furtherance of any such actions in this paragraph (ix).
If any Event of Default (other than as specified in clause (viii) or (ix) of
the preceding paragraph) occurs and is continuing, the Trustee or the holders of
at least 25% in aggregate principal amount of the then outstanding Notes may,
and the Trustee at the request of such holders shall, declare all the Notes to
be due and payable immediately; provided, however, that if any Indebtedness is
outstanding pursuant to the Credit Agreement upon a declaration of acceleration
of the Notes, the principal and interest on the Notes will not be payable until
the earlier of (1) the day which is five business days after notice of
acceleration is given to the Company and the representative of the lenders under
the Credit Agreement, and (2) the date of acceleration of the Indebtedness under
the Credit Agreement. Notwithstanding the foregoing, in the case of an Event of
Default arising from the events specified in clause (viii) or
-36-
(ix) of the preceding paragraph, the principal of, premium, if any, and any
accrued and unpaid interest on all outstanding Notes shall ipso facto become
immediately due and payable without further action or notice. Holders of the
Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. In the event of a declaration of acceleration of the Notes because an
Event of Default has occurred and is continuing as a result of the acceleration
of any Indebtedness described in clause (iv) of the preceding paragraph, the
declaration of acceleration of the Notes shall be automatically annulled if the
holders of any Indebtedness described in clause (iv) have rescinded the
declaration of acceleration in respect of such Indebtedness within 15 business
days of the date of such declaration and if (a) the annulment of the
acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction, and (b) all existing Events of Default, except
non-payment of principal or interest on the Notes that became due solely because
of the acceleration of the Notes, have been cured or waived.
The holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except (i) a continuing Default or Event of Default in the payment
of the principal of, or premium, if any, or interest on the Notes (which may
only be waived with the consent of each holder of Notes affected), or (ii) in
respect of a covenant or provision which under the Indenture cannot be modified
or amended without the consent of the holder of each Note outstanding. Subject
to certain limitations, holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal, premium or interest) if it determines that withholding
notice is in their interest.
The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required, upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.
No Personal Liability of Directors, Officers, Employees and Stockholders
The Indenture provides that no director, officer, employee, incorporator or
stockholder of the Company shall have any liability for any obligation of the
Company under the Indenture or the Notes or for any claim based on, in respect
of, or by reason of any such obligation or the creation of any such obligation.
Each Holder by accepting a Note waives and releases such Persons from all such
liability and such waiver and release is part of the consideration for the
issuance of the Notes.
Defeasance
The Indenture provides that (i) the Company will be discharged from any and
all obligations in respect of the Notes and the Subsidiary Guarantors will be
released from their Subsidiary Guarantees ("defeasance") or (ii) the payment of
the Notes may not be accelerated upon an Event of Default specified in clause
(iii), (iv), (v), (vi) or (vii) of "--Events of Default" ("covenant
defeasance"), in either case (i) or (ii) upon irrevocable deposit with the
Trustee, in trust, of money and/or U.S. government obligations which will
provide money in an amount sufficient in the opinion of a nationally recognized
accounting firm to pay the principal of, premium, if any, and each installment
of interest, if any, on the Notes. With respect to covenant defeasance under
clause (ii), the obligations under the Indenture (other than the covenants that
are the subject of such covenant defeasance) and the Events of Default (other
than the Event of Default specified above) shall remain in full force and
effect. Such trust may only be established if, among other things, (i)(a) with
respect to defeasance, the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or there has been a change
in applicable federal income tax law which in the opinion of counsel provides
that holders of the Notes will not recognize gain or loss for federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to federal income tax on the same amount, in the same manner and at the
same time as would have been the case if such deposit, defeasance and discharge
had not occurred, or (b) with respect to covenant defeasance, the Company has
delivered to the Trustee an opinion of counsel to the effect that holders of the
Notes will not recognize gain or loss for federal income tax purposes as a
result of such deposit and covenant defeasance and will be subject to federal
income tax on the same amount, in the same manner and at the same time as would
have been the case if such deposit and covenant defeasance had not occurred;
(ii) no Default or Event of Default shall have occurred and be continuing (and
no Default or Event of Default specified in clause (viii) or (ix) of the first
paragraph under "Events of Default" shall
-37-
have occurred at any time during the period ending on the 91st day after the
date of such deposit in trust); (iii) the Company has delivered to the Trustee
an opinion of counsel to the effect that such deposit shall not cause the
Trustee or the trust so created to be subject to the Investment Company Act of
1940; and (iv) certain other customary conditions precedent shall have been
satisfied.
Transfer and Exchange
The registered holder of a Note will be treated as the owner of it for all
purposes. A holder may transfer or exchange Notes in accordance with the
Indenture. The Registrar and the Trustee may require a holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a holder to pay any taxes and fees required by law or
permitted by the Indenture. Neither the Company nor the Registrar shall be
required to issue, register the transfer of or exchange any Note (i) during a
period beginning at the opening of business on the day that the Trustee receives
notice of any redemption from the Company and ending at the close of business on
the day the notice of redemption is sent to holders, (ii) selected for
redemption, in whole or in part, except the unredeemed portion of any Note being
redeemed in part may be transferred or exchanged, and (iii) during a Change of
Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such
Change of Control Offer or Asset Sale Offer and not withdrawn.
Amendment, Supplement and Waiver
Except as provided in the next two paragraphs, the Indenture or the Notes may
be amended or supplemented with the written consent of the holders of at least a
majority in aggregate principal amount of the then outstanding Notes (including
consents obtained in connection with a tender offer or exchange offer for the
Notes), and any existing Default or Event of Default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
holders of a majority in principal amount of the then outstanding Notes
(including consents obtained in connection with a tender offer or exchange offer
for Notes).
Without the consent of each holder affected, an amendment or waiver shall
not: (i) reduce the principal amount of the Notes whose holders must consent to
an amendment, supplement or waiver; (ii) reduce the principal of or change the
fixed maturity of any Note, or alter the provisions with respect to the
redemption of the Notes in a manner adverse to the holders of the Notes; (iii)
reduce the rate of or change the time for payment of interest on any Note; (iv)
waive a Default or Event of Default in the payment of principal of, premium, if
any, or interest on the Notes (except that holders of at least a majority in
aggregate principal amount of the then outstanding Notes may (a) rescind an
acceleration of the Notes that resulted from a non-payment default, and (b)
waive the payment default that resulted from such acceleration); (v) make any
Note payable in money other than that stated in the Notes; (vi) make any change
in the provisions of the Indenture relating to waivers of past Defaults or the
rights of holders of Notes to receive payments of principal of, or premium, if
any, or interest on the Notes; (vii) waive a redemption payment with respect to
any Note; (viii) make any change to the subordination provisions of the
Indenture that adversely affects holders; or (viii) make any change in the
foregoing amendment and waiver provisions.
Notwithstanding the foregoing, without the consent of any holder of Notes,
the Company and the Trustee may amend or supplement the Indenture or the Notes
(i) to cure any ambiguity, defect or inconsistency, (ii) to provide for
uncertificated Notes in addition to or in place of certificated Notes, (iii) to
provide for the assumption of the Company's obligations to holders of the Notes
in the event of any Disposition involving the Company in which the Company is
not the Surviving Person, (iv) to make any change that would provide any
additional rights or benefits to the holders of the Notes or that does not
adversely affect the interests of any such holder, or (v) to comply with
requirements of the Securities and Exchange Commission in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act.
The Trustee
In the event that the Trustee becomes a creditor of the Company, the
Indenture contains certain limitations on the rights of the Trustee to obtain
payment of claims in certain cases or to realize on certain property received in
respect of any such claim as security or otherwise. The Trustee will be
permitted to engage in other transactions;
-38-
however, if it acquires any conflicting interest it must eliminate such conflict
within 90 days, apply to the Commission for permission to continue as Trustee,
or resign.
The holders of a majority in aggregate principal amount of the then
outstanding Notes will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that, in case an Event of Default has
occurred and has not been cured, the Trustee will be required, in the exercise
of its power, to use the degree of care of a prudent man in the conduct of his
own affairs. The Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request of any holder of Notes
unless such holder shall have offered to the Trustee security and indemnity
satisfactory to it against any loss, liability or expense.
Certain Definitions
Set forth below are certain defined terms used in the Indenture. Reference is
made to the Indenture for the definition of all other terms used in the
Indenture.
"Acquired Debt" means, with respect to any specified Person, Indebtedness of
any other Person (the "Acquired Person") existing at the time the Acquired
Person merges with or into, or becomes a Subsidiary of, such specified Person,
including Indebtedness incurred in connection with, or in contemplation of, the
Acquired Person merging with or into, or becoming a Subsidiary of, such
specified Person.
"Additional Guarantee" means any guarantee of the Company's obligations under
the Indenture and the Notes issued after the Issue Date as described in "--
Covenants--Limitation on Guarantees of Company Indebtedness by Restricted
Subsidiaries."
"Additional Guarantor" means any Subsidiary of the Company that guarantees
the Company's obligations under the Indenture and the Notes issued after the
Issue Date as described in "--Covenants--Limitation on Guarantees of Company
Indebtedness by Restricted Subsidiaries" and "--Covenants--Future Subsidiary
Guarantors."
"Affiliate" means, with respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with") of any Person means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.
"Asset Sale" means (i) any sale, lease, conveyance or other disposition by
the Company or any Restricted Subsidiary of any assets (including by way of a
sale-and-leaseback) other than in the ordinary course of business (provided that
the sale, lease, conveyance or other disposition of all or substantially all of
the assets of the Company shall not be an "Asset Sale" but instead shall be
governed by the provisions of the Indenture described under "Merger,
Consolidation and Sale of Assets"), or (ii) the issuance or sale of Capital
Stock of any Restricted Subsidiary, in each case, whether in a single
transaction or a series of related transactions, to any Person (other than to
the Company or a Wholly-Owned Restricted Subsidiary) for Net Proceeds in excess
of $1,000,000.
"Bankruptcy Law" means Title 11, United States Bankruptcy Code of 1978, as
amended, or any similar United States federal or state law relating to
bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or
relief of debtors, or any amendment to, succession to or change in any such law.
"Capital Lease Obligation" of any Person means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease
for property leased by such Person that would at such time be required to be
capitalized on the balance sheet of such Person in accordance with GAAP.
"Capital Stock" of any Person means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests
in (however designated) corporate stock or other equity
-39-
participations, including partnership interests, whether general or limited, of
such Person, including any Preferred Stock.
"Cash Equivalents" means (i) securities with maturities of one year or less
from the date of acquisition issued, fully guaranteed or insured by the United
States Government or any agency thereof, (ii) certificates of deposit, time
deposits, overnight bank deposits, bankers' acceptances and repurchase
agreements issued by a Qualified Issuer having maturities of 270 days or less
from the date of acquisition, (iii) commercial paper of an issuer rated at least
A-2 by Standard & Poor's Corporation or P-2 by Moody's Investors Service, Inc.,
or carrying an equivalent rating by a nationally recognized rating agency if
both of the two named rating agencies cease publishing ratings of investments,
and having maturities of 270 days or less from the date of acquisition, and (iv)
money market accounts or funds with or issued by Qualified Issuers.
"Change of Control" means the occurrence of either of the following events:
(i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d)
of the Exchange Act), other than Permitted Holders, is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that a Person shall be deemed to have beneficial ownership of all shares
that such Person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of more
than 30% of the total outstanding Voting Stock of the Company; provided that the
Permitted Holders "beneficially own" (as so defined) a lesser percentage of such
Voting Stock than such other Person and do not have the right or ability by
voting power, contract or otherwise to elect or designate for election a
majority of the Board of Directors of the Company, or (ii) during any period of
two consecutive years, individuals who at the beginning of such period
constituted the Board of Directors of the Company (together with any new
directors whose election to such Board of Directors, or whose nomination for
election by the stockholders of the Company, was approved by a vote of 662/3% of
the directors then still in office who were either directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of such Board of
Directors then in office.
"Company" means Young Broadcasting Inc., a Delaware corporation, unless and
until a successor replaces it in accordance with the Indenture and thereafter
means such successor.
"Consolidated Interest Expense" means, with respect to any period, the sum of
(i) the interest expense of the Company and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP consistently
applied, including, without limitation, (a) amortization of debt discount, (b)
the net payments, if any, under interest rate contracts (including amortization
of discounts), (c) the interest portion of any deferred payment obligation and
(d) accrued interest, plus (ii) the interest component of the Capital Lease
Obligations paid, accrued and/or scheduled to be paid or accrued by the Company
during such period, and all capitalized interest of the Company and its
Restricted Subsidiaries, in each case as determined on a consolidated basis in
accordance with GAAP consistently applied.
"Consolidated Net Income" means, with respect to any period, the net income
(or loss) of the Company and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP consistently applied,
adjusted, to the extent included in calculating such net income (or loss), by
excluding, without duplication, (i) all extraordinary gains but not losses (less
all fees and expenses relating thereto), (ii) the portion of net income (or
loss) of the Company and its Restricted Subsidiaries allocable to interests in
unconsolidated Persons or Unrestricted Subsidiaries, except to the extent of the
amount of dividends or distributions actually paid to the Company or its
Restricted Subsidiaries by such other Person during such period, (iii) net
income (or loss) of any Person combined with the Company or any of its
Restricted Subsidiaries on a "pooling of interests" basis attributable to any
period prior to the date of combination, (iv) net gain but not losses (less all
fees and expenses relating thereto) in respect of dispositions of assets
(including, without limitation, pursuant to sale and leaseback transactions)
other than in the ordinary course of business, or (v) the net income of any
Restricted Subsidiary to the extent that the declaration of dividends or similar
distributions by that Restricted Subsidiary of that income to the Company is not
at the time permitted, directly or indirectly, by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Restricted Subsidiary or its
stockholders.
-40-
"Consolidated Net Worth" means, with respect to any Person on any date, the
equity of the common and preferred stockholders of such Person and its
Restricted Subsidiaries as of such date, determined on a consolidated basis in
accordance with GAAP consistently applied.
"Credit Agreement" means the $600.0 million Credit Agreement dated as of June
26, 2000 between the Company, the banks listed therein, Bankers Trust Company as
Administrative Agent and the other parties thereto and the $200.0 million Second
Amended and Restated Credit Agreement dated as of June 26, 2000 between the
Company, the banks listed therein, Bankers Trust Company as Administrative Agent
and Issuing Bank as each of the same may be amended, modified, renewed,
refunded, replaced or refinanced from time to time, including (i) any related
notes, letters of credit, guarantees, collateral documents, instruments and
agreements executed in connection therewith, and in each case as amended,
modified, renewed, refunded, replaced or refinanced from time to time, and (ii)
any notes, guarantees, collateral documents, instruments and agreements executed
in connection with any such amendment, modification, renewal, refunding,
replacement or refinancing.
"Cumulative Consolidated Interest Expense" means, as of any date of
determination, Consolidated Interest Expense from October 1, 1994 to the end of
the Company's most recently ended full fiscal quarter prior to such date, taken
as a single accounting period.
"Cumulative Operating Cash Flow" means, as of any date of determination,
Operating Cash Flow from October 1, 1994 to the end of the Company's most
recently ended full fiscal quarter prior to such date, taken as a single
accounting period.
"Debt to Operating Cash Flow Ratio" means, with respect to any date of
determination, the ratio of (i) the aggregate principal amount of all
outstanding Indebtedness of the Company and its Restricted Subsidiaries as of
such date on a consolidated basis, plus the aggregate liquidation preference or
redemption amount of all Disqualified Stock of the Company and its Restricted
Subsidiaries (excluding any such Disqualified Stock held by the Company or its
Wholly Owned Restricted Subsidiaries), to (ii) Operating Cash Flow of the
Company and its Restricted Subsidiaries on a consolidated basis for the four
most recent full fiscal quarters ending on or immediately prior to such date,
determined on a pro forma basis after giving pro forma effect to (i) the
incurrence of such Indebtedness and (if applicable) the application of the net
proceeds therefrom, including to refinance other Indebtedness, as if such
Indebtedness was incurred, and the application of such proceeds occurred, at the
beginning of such four-quarter period; (ii) the incurrence, repayment or
retirement of any other Indebtedness by the Company and its Restricted
Subsidiaries since the first day of such four-quarter period as if such
Indebtedness was incurred, repaid or retired at the beginning of such four-
quarter period (except that, in making such computation, the amount of
Indebtedness under any revolving credit facility shall be computed based upon
the average balance of such Indebtedness at the end of each month during such
four-quarter period); (iii) in the case of Acquired Debt, the related
acquisition as if such acquisition had occurred at the beginning of such four-
quarter period; and (iv) any acquisition or disposition by the Company and its
Restricted Subsidiaries of any company or any business or any assets out of the
ordinary course of business, or any related repayment of Indebtedness, in each
case since the first day of such four-quarter period, assuming such acquisition
or disposition had been consummated on the first day of such four-quarter
period.
"Default" means any event that is, or after the giving of notice or passage
of time or both would be, an Event of Default.
"Designated Senior Debt" means (i) the Senior Bank Debt, and (ii) any other
Senior Debt of the Company permitted to be incurred under the Indenture the
principal amount of which is $20,000,000 or more at the time of the designation
of such Senior Debt as "Designated Senior Debt" by the Company in a written
instrument delivered to the Trustee.
"Disposition" means, with respect to any Person, any merger, consolidation or
other business combination involving such Person (whether or not such Person is
the Surviving Person) or the sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of such Person's assets.
"Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof
-41-
(other than upon a change of control of the Company in circumstances where the
holders of the Notes would have similar rights), in whole or in part on or prior
to the stated maturity of the Notes.
"Dollars" and "$" means lawful money of the United States of America.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Film Contracts" means contracts with suppliers that convey the right to
broadcast specified films, videotape motion pictures, syndicated television
programs or sports or other programming.
"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the Issue Date.
"Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.
"Indebtedness" means, with respect to any Person, without duplication, and
whether or not contingent, (i) all indebtedness of such Person for borrowed
money or for the deferred purchase price of property or services or which is
evidenced by a note, bond, debenture or similar instrument, (ii) all Capital
Lease Obligations of such Person, (iii) all obligations of such Person in
respect of letters of credit or bankers' acceptances issued or created for the
account of such Person, (iv) all Interest Rate Agreement Obligations of such
Person, (v) all liabilities secured by any Lien on any property owned by such
Person even if such Person has not assumed or otherwise become liable for the
payment thereof to the extent of the value of the property subject to such Lien,
(vi) all obligations to purchase, redeem, retire, or otherwise acquire for value
any Capital Stock of such Person, or any warrants, rights or options to acquire
such Capital Stock, now or hereafter outstanding, (vii) to the extent not
included in (vi), all Disqualified Stock issued by such Person, valued at the
greater of its voluntary or involuntary maximum fixed repurchase price plus
accrued and unpaid dividends thereon, and (viii) to the extent not otherwise
included, any guarantee by such Person of any other Person's indebtedness or
other obligations described in clauses (i) through (vii) above. "Indebtedness"
of the Company and the Restricted Subsidiaries shall not include current trade
payables incurred in the ordinary course of business and payable in accordance
with customary practices, and non-interest bearing installment obligations and
accrued liabilities incurred in the ordinary course of business which are not
more than 90 days past due. For purposes hereof, the "maximum fixed repurchase
price" of any Disqualified Stock which does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Stock as
if such Disqualified Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to the Indenture, and if such price
is based upon, or measured by the fair market value of, such Disqualified Stock,
such fair market value is to be determined in good faith by the board of
directors of the issuer of such Disqualified Stock.
"Independent Director" means a director of the Company other than a director
(i) who (apart from being a director of the Company or any Subsidiary) is an
employee, associate or Affiliate of the Company or a Subsidiary or has held any
such position during the previous five years, or (ii) who is a director,
employee, associate or Affiliate of another party to the transaction in
question.
"Initial Guarantees" means the guarantees of the Company's obligations under
the Indenture and the Notes by the Initial Guarantors.
"Initial Guarantors" means (i) Young Broadcasting of Albany, Inc., a Delaware
corporation, (ii) Young Broadcasting of Lansing, Inc., a Michigan corporation,
(iii) Winnebago Television Corporation, an Illinois corporation, (iv) Young
Broadcasting of Nashville, Inc., a Delaware corporation, (v) YBT, Inc., a
Delaware corporation, (vi) WKRN, G.P., a Delaware general partnership, (vii)
Young Broadcasting of Louisiana, Inc., a Delaware corporation, (viii) LAT, Inc.,
a Delaware corporation, (ix) KLFY, L.P., a Delaware limited partnership, (x)
Young Broadcasting of Richmond, Inc., a Delaware corporation, (xi) Young
Broadcasting of Green Bay, Inc., a Delaware corporation, (xii) Young
Broadcasting of Knoxville, Inc., a Delaware corporation, (xiii) WATE, G.P., a
-42-
Delaware general partnership, (xiv) YBK, Inc., a Delaware corporation, (xv)
Young Broadcasting of Davenport, Inc., a Delaware corporation, (xvi) Young
Broadcasting of Sioux Falls, Inc., a Delaware corporation, (xvii) Young
Broadcasting of Rapid City, Inc., a Delaware corporation, (xviii) Young
Broadcasting of Los Angeles, Inc., a Delaware corporation, (xix) Young
Broadcasting of San Francisco, Inc., a Delaware corporation, (xx) Honey Bucket
Films, Inc., a Delaware corporation, (xxi) Adam Young Inc., a Delaware
corporation, and (xxii) Fidelity Television, Inc., a California corporation.
"Insolvency or Liquidation Proceeding" means, with respect to any Person, any
liquidation, dissolution or winding up of such Person, or any bankruptcy,
reorganization, insolvency, receivership or similar proceeding with respect to
such Person, whether voluntary or involuntary.
"Interest Rate Agreement Obligations" means, with respect to any Person, the
Obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements, and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates.
"Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates of such Person) in the form of
loans, Guarantees, advances or capital contributions (excluding commission,
travel and similar advances to officers and employees made in the ordinary
course of business), purchases or other acquisitions for consideration of
Indebtedness, Capital Stock or other securities and all other items that are or
would be classified as investments on a balance sheet prepared in accordance
with GAAP.
"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law (including
any conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest in
any asset and any filing of, or agreement to give, any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).
"Net Proceeds" means, with respect to any Asset Sale by any Person, the
aggregate cash proceeds received by such Person and/or its Affiliates in respect
of such Asset Sale, which amount is equal to the excess, if any, of (i) the cash
received by such Person and/or its Affiliates (including any cash payments
received by way of deferred payment pursuant to, or monetization of, a note or
installment receivable or otherwise, but only as and when received) in
connection with such Asset Sale, over (ii) the sum of (a) the amount of any
Indebtedness that is secured by such asset and which is required to be repaid by
such Person in connection with such Asset Sale, plus (b) all fees, commissions
and other expenses incurred by such Person in connection with such Asset Sale,
plus (c) provision for taxes, including income taxes, attributable to the Asset
Sale or attributable to required prepayments or repayments of Indebtedness with
the proceeds of such Asset Sale, plus (d) a reasonable reserve for the after-tax
cost of any indemnification payments (fixed or contingent) attributable to
seller's indemnities to purchaser in respect of such Asset Sale undertaken by
the Company or any of its Restricted Subsidiaries in connection with such Asset
Sale plus (e) if such Person is a Restricted Subsidiary, any dividends or
distributions payable to holders of minority interests in such Restricted
Subsidiary from the proceeds of such Asset Sale.
"Obligations" means any principal, interest (including, without limitation,
Post-Petition Interest), penalties, fees, indemnifications, reimbursement
obligations, damages and other liabilities payable under the documentation
governing any Indebtedness.
"Operating Cash Flow" means, with respect to any period, the Consolidated Net
Income of the Company and its Restricted Subsidiaries for such period, plus (i)
extraordinary net losses and net losses realized on any sale of assets during
such period, to the extent such losses were deducted in computing Consolidated
Net Income, plus (ii) provision for taxes based on income or profits, to the
extent such provision for taxes was included in computing such Consolidated Net
Income, and any provision for taxes utilized in computing the net losses under
clause (i) hereof, plus (iii) Consolidated Interest Expense of the Company and
its Restricted Subsidiaries for such period, plus (iv) depreciation,
amortization and all other non-cash charges, to the extent such depreciation,
amortization and other non-cash charges were deducted in computing such
Consolidated Net Income (including amortization of goodwill and other
intangibles, including Film Contracts and write-downs of Film Contracts), minus
(v) any cash payments contractually required to be made with respect to Film
Contracts (to the extent not previously included in computing such Consolidated
Net Income).
-43-
"Permitted Holders" means (i) any of Adam Young or Vincent Young; (ii) the
spouse, ancestors, siblings, descendants (including children or grandchildren by
adoption) of any such siblings or the spouse of any of the Persons described in
clause (i); (iii) in the event of the incompetence or death of any of the
Persons described in clauses (i) and (ii), such Person's estate, executor,
administrator, committee or other personal representative, in each case who at
any particular date shall beneficially own or have the right to acquire,
directly or indirectly, Capital Stock of the Company; (iv) any trusts created
for the benefit of the Persons described in clause (i), (ii) or (iii) or any
trust for the benefit of any such trust; or (v) any Person controlled by any of
the Persons described in clause (i), (ii), (iii) or (iv). For purposes of this
definition, "control," as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through
ownership of voting securities or by contract or otherwise.
"Permitted Investments" means (i) any Investment in the Company or any Wholly
Owned Restricted Subsidiary; (ii) any Investments in Cash Equivalents; (iii) any
Investment in a Person (an "Acquired Person") if, as a result of such
Investment, (a) the Acquired Person becomes a Wholly Owned Restricted Subsidiary
of the Company, or (b) the Acquired Person either (1) is merged, consolidated or
amalgamated with or into the Company or one of its Wholly Owned Restricted
Subsidiaries and the Company or such Wholly Owned Restricted Subsidiary is the
Surviving Person, or (2) transfers or conveys substantially all of its assets
to, or is liquidated into, the Company or one of its Wholly Owned Restricted
Subsidiaries; (iv) Investments in accounts and notes receivable acquired in the
ordinary course of business; (v) notes from employees issued to the Company
representing (x) loans for the payment of the exercise price of options to
purchase Capital Stock of the Company or (y) loans to satisfy federal income tax
withholding requirements relating to the issuance of Capital Stock of the
Company pursuant to the Company's Incentive Stock Grant Program, in an aggregate
amount not to exceed $2,000,000 outstanding at any one time; (vi) any securities
received in connection with an Asset Sale that complies with the covenant
described under "--Covenants--Limitations on Asset Sales"; (vii) any Investment
represented by the Company's obligations to Nationwide Communications Inc.
pursuant to the Acquisition Agreement; (viii) Interest Rate Agreement
Obligations permitted pursuant to the second paragraph of the covenant described
under "--Covenants--Incurrence of Indebtedness and Issuance of Disqualified
Stock"; (ix) any Guarantee issued by any Subsidiary of the Company in respect of
Senior Debt and any Subsidiary Guarantee; and (x) any other Investments that do
not exceed $5,000,000 in amount in the aggregate at any one time outstanding.
"Permitted Liens" means (i) Liens on assets or property of the Company that
secure Senior Debt of the Company and Liens on assets or property of a
Restricted Subsidiary that secure Senior Debt of such Restricted Subsidiary, in
each case in which such Senior Debt is permitted under the provisions of the
covenant described under "--Covenants--Limitation on Incurrence of Indebtedness
and Issuance of Disqualified Stock" and provided that the provisions described
under "--Covenants--Limitations on Guarantees of Company Indebtedness by
Restricted Subsidiaries" are complied with; (ii) Liens securing Indebtedness of
a Person existing at the time that such Person is merged into or consolidated
with the Company or a Restricted Subsidiary; provided that such Liens were in
existence prior to the contemplation of such merger or consolidation and do not
extend to any assets other than those of such Person; (iii) Liens on property
acquired by the Company or a Restricted Subsidiary; provided that such Liens
were in existence prior to the contemplation of such acquisition and do not
extend to any other property; (iv) Liens arising from Capital Lease Obligations
permitted under the Indenture; (v) Liens arising from Purchase Money
Indebtedness permitted under the Indenture; (vi) Liens in respect of Interest
Rate Agreement Obligations permitted under the Indenture; (vii) Liens in favor
of the Company or any Restricted Subsidiary; (viii) Liens incurred, or pledges
and deposits in connection with, workers' compensation, unemployment insurance
and other social security benefits, and leases, appeal bonds and other
obligations of like nature incurred by the Company or any Restricted Subsidiary
in the ordinary course of business; (ix) Liens imposed by law, including,
without limitation, mechanics', carriers', warehousemen's, materialmen's,
suppliers' and vendors' Liens, incurred by the Company or any Restricted
Subsidiary in the ordinary course of business; and (x) Liens for ad valorem,
income or property taxes or assessments and similar charges which either are not
delinquent or are being contested in good faith by appropriate proceedings for
which the Company has set aside on its books reserves to the extent required by
GAAP.
"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
-44-
"Post-Petition Interest" means, with respect to any Indebtedness of any
Person, all interest accrued or accruing on such Indebtedness after the
commencement of any Insolvency or Liquidation Proceeding against such Person in
accordance with and at the contract rate (including, without limitation, any
rate applicable upon default) specified in the agreement or instrument creating,
evidencing or governing such Indebtedness, whether or not, pursuant to
applicable law or otherwise, the claim for such interest is allowed as a claim
in such Insolvency or Liquidation Proceeding.
"Preferred Stock," as applied to the Capital Stock of any Person, means
Capital Stock of any class or classes (however designated) which is preferred as
to the payment of dividends or distributions, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over Capital Stock of any other class of such Person.
"Public Equity Offering" means an underwritten public offering of Capital
Stock (other than Disqualified Stock) of the Company, pursuant to an effective
registration statement filed under the Securities Act, the net proceeds of which
to the Company (after deducting any underwriting discounts and commissions)
exceed $25,000,000.
"Purchase Money Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries incurred in connection with the purchase of property or
assets for the business of the Company and its Restricted Subsidiaries.
"Qualified Issuer" means (A) any lender that is a party to the Credit
Agreement; and (B) any commercial bank (i) which has capital and surplus in
excess of $100,000,000, and (ii) the outstanding short-term debt securities of
which are rated at least A-2 by Standard & Poor's Corporation or at least P-2 by
Moody's Investors Service, Inc., or carry an equivalent rating by nationally
recognized rating agency if both the two named rating agencies cease publishing
ratings of investments.
"Restricted Investment" means an Investment other than a Permitted
Investment.
"Restricted Payment" means (i) any dividend or other distribution declared or
paid on any Capital Stock of the Company or any of its Restricted Subsidiaries
(other than dividends or distributions payable solely in Capital Stock (other
than Disqualified Stock) of the Company or such Restricted Subsidiary or
dividends or distributions payable to the Company or any Wholly Owned Restricted
Subsidiary); (ii) any payment to purchase, redeem or otherwise acquire or retire
for value any Capital Stock of the Company or any Restricted Subsidiary or other
Affiliate of the Company (other than any Capital Stock owned by the Company or
any Wholly Owned Restricted Subsidiary); (iii) any payment to purchase, redeem,
defease or otherwise acquire or retire for value any Indebtedness that is
subordinated in right of payment to the Notes other than a purchase, redemption,
defeasance or other acquisition or retirement for value that is paid for with
the proceeds of Refinancing Indebtedness that is permitted under the covenant
described under "--Covenants--Limitations on Incurrence of Indebtedness and
Issuance of Disqualified Stock"; or (iv) any Restricted Investment.
Notwithstanding the foregoing, a "Restricted Payment" shall not include the
repurchase of the Company's DEF Preferred Stock (as defined in the Company's
Prospectus dated November 7, 1994 relating to the November 1994 Notes (the
"Prospectus")) and related warrants pursuant to the Financing Plan as described
in the Prospectus.
"Restricted Subsidiary" means each direct or indirect Subsidiary of the
Company other than an Unrestricted Subsidiary.
"Senior Bank Debt" means (i) the Indebtedness outstanding or arising under
the Credit Agreement up to a maximum principal amount of $500,000,000, less any
required repayments which result in a permanent reduction in the commitments
thereunder, (ii) all Obligations incurred by or owing to the holders of such
Indebtedness outstanding or arising under the Credit Agreement (including, but
not limited to, all fees and expenses of counsel and all other charges, fees and
expenses), and (iii) all Interest Rate Agreement Obligations arising pursuant to
the Interest Rate and Currency Exchange Agreement dated as of June 30, 1989
between the Company and Morgan Guaranty Trust Company of New York (or its
assigns), any schedule thereto or any confirmation of an interest rate swap
transaction thereunder, as the same may be amended or modified from time to
time.
-45-
"Senior Debt" means (A) with respect to the Company, the principal of and
interest (including Post-Petition Interest) on, and all other amounts owing in
respect of, (i) Senior Bank Debt and (ii) any other Indebtedness permitted to be
incurred by the Company under the terms of the Indenture (including, but not
limited to, reasonable fees and expenses of counsel and all other charges, fees
and expenses incurred in connection with such Indebtedness), unless the
instrument creating or evidencing such Indebtedness or pursuant to which such
Indebtedness is outstanding expressly provides that such Indebtedness is on a
parity with or subordinated in right of payment to the Notes, and (B) with
respect to any Subsidiary Guarantor, the principal of and interest (including
Post-Petition Interest) on, and all other amounts owing in respect of, (i) such
Subsidiary Guarantor's obligations in respect of the Senior Bank Debt, including
its obligations as a guarantor thereof, and (ii) any other Indebtedness
permitted to be incurred by such Subsidiary Guarantor under the terms of the
Indenture (including, but not limited to, reasonable fees and expenses of
counsel and all other charges, fees and expenses incurred in connection with
such Indebtedness), unless the instrument creating or evidencing such
Indebtedness or pursuant to which such Indebtedness is outstanding expressly
provides that such Indebtedness is on a parity with or subordinated in right of
payment to the Subsidiary Guarantee of such Subsidiary Guarantor.
Notwithstanding the foregoing, Senior Debt shall not include (i) any
Indebtedness for federal, state, local or other taxes, (ii) any Indebtedness
among or between the Company, any Restricted Subsidiary and/or their Affiliates,
(iii) any Indebtedness incurred for the purchase of goods or materials, or for
services obtained, in the ordinary course of business or any Obligations in
respect of any such Indebtedness, (iv) any Indebtedness that is incurred in
violation of the Indenture, (v) Indebtedness evidenced by the Notes or the
Subsidiary Guarantees, or (vi) Indebtedness of a Person that is expressly
subordinate or junior in right of payment to any other Indebtedness of such
Person.
"Senior Subordinated Indebtedness" means (A) with respect to the Company. all
Indebtedness of the type referred to in clause (A)(ii) of the definition of
Senior Debt unless the instrument creating or evidencing such Indebtedness or
pursuant to which such Indebtedness is outstanding expressly provides that such
Indebtedness is either Senior Debt of the Company or is subordinated in right of
payment to the Notes, and (B) with respect to each Subsidiary Guarantor, all
Indebtedness of the type referred to in clause (B)(ii) of the definition of
Senior Debt unless the instrument creating or evidencing such Indebtedness or
pursuant to which such Indebtedness is outstanding expressly provides that such
Indebtedness is either Senior Debt of such Subsidiary Guarantor or subordinated
in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor.
Notwithstanding the foregoing, Senior Subordinated Indebtedness shall not
include any Indebtedness of the type referred to in clauses (i), (ii), (iii) and
(iv) at the end of the definition of Senior Debt.
"Subordinated Indebtedness" means any Indebtedness of the Company or a
Subsidiary Guarantor of the type referred to in clause (A)(ii) or (B)(ii) of the
definition of Senior Debt if the instrument creating or evidencing such
Indebtedness or pursuant to which such Indebtedness is outstanding expressly
provides that such Indebtedness is (A) if incurred by the Company, subordinated
in right of payment to the Notes, or (B) if incurred by a Subsidiary Guarantor,
subordinated in right of payment to the Subsidiary Guarantee of such Subsidiary
Guarantor.
"Subsidiary" of any Person means (i) any corporation more than 50% of the
outstanding Voting Stock of which is owned or controlled, directly or
indirectly, by such Person or by one or more other Subsidiaries of such Person,
or by such Person and one or more other Subsidiaries thereof, or (ii) any
limited partnership of which such Person or any Subsidiary of such Person is a
general partner, or (iii) any other Person (other than a corporation or limited
partnership) in which such Person, or one or more other Subsidiaries of such
Person, or such Person and one or more other Subsidiaries thereof, directly or
indirectly, has more than 50% of the outstanding partnership or similar
interests or has the power, by contract or otherwise, to direct or cause the
direction of the policies, management and affairs thereof.
"Subsidiary Guarantees" means the Initial Guarantees and any Additional
Guarantees.
"Subsidiary Guarantors" means the Initial Guarantors and any Additional
Guarantors.
"Surviving Person" means, with respect to any Person involved in or that
makes any Disposition, the Person formed by or surviving such Disposition or the
Person to which such Disposition is made.
"Television Stations" means the Television Stations presently known as WKRN-
TV, Nashville, Tennessee, WTEN-TV, Albany, New York, WLNS-TV, Lansing, Michigan,
KLFY-TV, Lafayette, Louisiana, WTVO-TV,
-46-
Rockford, Illinois, WRIC-TV, Richmond, Virginia, WATE-TV, Knoxville, Tennessee,
WBAY-TV, Green Bay, Wisconsin, KWQC-TV, Davenport, Iowa, KELO-TV, Sioux Falls,
South Dakota, KRON-TV, San Francisco, California, and KCAL-TV, Los Angeles,
California.
"Unrestricted Subsidiary" means any Subsidiary of the Company designated as
an Unrestricted Subsidiary by the Board of Directors of the Company; provided
that (i) if such Subsidiary is formed or created by the Company, such Subsidiary
(a) is designated as an Unrestricted Subsidiary prior to such formation or
creation, (b) has total assets at the time of such formation or creation with a
fair market value not exceeding $1,000, and (c) does not own any Capital Stock
of the Company or any Restricted Subsidiary, (ii) if such Subsidiary is acquired
by the Company, such Subsidiary is designated as an Unrestricted Subsidiary
prior to the consummation of such acquisition, (iii) no portion of any
Indebtedness or any other obligation (contingent or otherwise) of such
Subsidiary (a) is guaranteed by, or is otherwise the subject of credit support
provided by the Company or any of its Restricted Subsidiaries, (b) is recourse
to or obligates the Company or any of its Restricted Subsidiaries in any way, or
(c) subjects any property or asset of the Company or any of its Restricted
Subsidiaries directly or indirectly, contingently or otherwise, to the
satisfaction of such Indebtedness or other obligation, (iv) neither the Company
nor any of its Restricted Subsidiaries has any contract, agreement, arrangement
or understanding with such Subsidiary other than on terms as favorable to the
Company or such Restricted Subsidiary as those that might be obtained at the
time from Persons that are not Affiliates of the Company, and (v) neither the
Company nor any of its Restricted Subsidiaries has any obligation (a) to
subscribe for additional shares of Capital Stock of such Subsidiary, or (b) to
maintain or preserve such Subsidiary's financial condition or to cause such
Subsidiary to achieve certain levels of operating results. Any such designation
by the Company's Board of Directors shall be evidenced to the Trustee by filing
with the Trustee a certified copy of the resolution of the Company's Board of
Directors giving effect to such designation and a certificate stating that such
designation complies with the foregoing conditions. Notwithstanding the
foregoing or any other provision of the Indenture to the contrary, no assets of
the Television Stations may be held at any time by any Unrestricted Subsidiary,
other than assets transferred to Unrestricted Subsidiaries that in the aggregate
are not material to such broadcasting operations. In the event of any
Disposition involving the Company in which the Company is not the Surviving
Person, the Board of Directors of the Surviving Person may
(x) prior to such Disposition, designate any of its Subsidiaries, and any of
the Company's Subsidiaries being acquired pursuant to such Disposition that are
not Restricted Subsidiaries, as Unrestricted Subsidiaries, and (y) after such
Disposition, designate any of its direct or indirect Subsidiaries as an
Unrestricted Subsidiary under the same conditions and in the same manner as the
Company under the terms of the Indenture.
"Voting Stock" of a Person means Capital Stock of such Person of the class or
classes pursuant to which the holders thereof have the general voting power
under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of such Person (irrespective of whether or not
at the time stock of any other class or classes shall have or might have voting
power by reason of the happening of any contingency).
"Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing (i) the sum of the
products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required scheduled payment
of principal, including payment at final maturity, in respect thereof, with (b)
the number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment, by (ii) the then outstanding
aggregate principal amount of such Indebtedness.
"Wholly Owned Restricted Subsidiary" means any Restricted Subsidiary with
respect to which all of the outstanding voting securities (other than directors'
qualifying shares) of which are owned, directly or indirectly, by the Company or
a Surviving Person of any Disposition involving the Company, as the case may be.
-47-
BOOK-ENTRY, DELIVERY AND FORM
Principal and interest payments on global securities registered in the name
of DTC's nominee will be made in immediate available funds to DTC's nominee as
the registered owner of the global securities. We and the trustee will treat
DTC's nominee as the owner of the global securities for all other purposes as
well. Accordingly, we, the trustee, any paying agent and the initial purchaser
will have no direct responsibility or liability for any aspect of the records
relating to payments made on account of beneficial interests in the global
securities or for maintaining, supervising or reviewing any records relating to
these beneficial interests. It is DTC's current practice, upon receipt of any
payment of principal or interest, to credit direct participants' accounts on the
payment date according to their respective holdings of beneficial interests in
the global securities. These payments will be the responsibility of the direct
and indirect participants and not of DTC, the trustee or us.
So long as DTC or its nominee is the registered owner or holder of the global
security, DTC or its nominee, as the case may be, will be considered the sole
owner or holder of the notes represented by the global security for the purposes
of:
. receiving payment on the notes;
. receiving notices; and
. for all other purposes under the Indenture and the notes.
Beneficial interests in the notes will be evidenced only by, and transfers of
the notes will be effected only through, records maintained by DTC and its
participants.
Except as described below, owners of beneficial interests in a global
security will not be entitled to receive physical delivery of certificated notes
in definitive form and will not be considered the holders of the global security
for any purposes under the Indenture. Accordingly, each person owning a
beneficial interest in a global security must rely on the procedures of DTC.
And, if that person is not a participant, the person must rely on the procedures
of the participant through which that person owns its interest, to exercise any
rights of a holder under the Indenture. Under existing industry practices, if
we request any action of holders or an owner of a beneficial interest in a
global security desires to take any action under the Indenture, DTC would
authorize the participants holding the relevant beneficial interest to take that
action. The participants then would authorize beneficial owners owning through
the participants to take the action or would otherwise act upon the instructions
of beneficial owners owning through them.
DTC has advised us that it will take any action permitted to be taken by a
holder of notes only at the direction of one or more participants to whose
account with DTC interests in the global security are credited. Further, DTC
will take action only as to the portion of the aggregate principal amount at
maturity of the notes as to which the participant or participants has or have
given the direction.
Although DTC, the Euroclear System ("Euroclear") and Clearstream Banking,
S.A. of Luxembourg ("Clearstream") have agreed to the procedures described above
in order to facilitate transfers of interests in global securities among
participants in DTC, Euroclear and Clearstream, they are under no obligation to
perform these procedures, and the procedures may be discontinued at any time.
None of us, the trustee, any agent of the initial purchaser or ours will have
any responsibility for the performance by DTC, Euroclear and Clearstream or
their respective participants or indirect participants of their respective
obligations under the rules and procedures governing their operations.
DTC has provided the following information to us. DTC is a:
. limited-purpose trust company organized under the New York Banking Law;
. a banking organization within the meaning of the New York Banking Law;
-48-
. a member of the U.S. Federal Reserve System;
. a clearing corporation within the meaning of the New York Uniform
Commercial Code; and
. a clearing agency registered under the provisions of Section 17A of the
Securities Exchange Act.
Certificated Notes
Notes represented by a global security are exchangeable for certificated
notes only if:
. DTC notifies us that it is unwilling or unable to continue as depository
or if DTC ceases to be a registered clearing agency, and a successor
depository is not appointed by us within 90 days;
. determine not to require all of the notes to be represented by a global
security and notifies the trustee of their decision; or
. an event of default or an event which, with the giving of notice or
lapse of time, or both, would constitute an Event of Default relating to
the notes represented by the global security has occurred and is
continuing.
Any global security that is exchangeable for certificated notes in accordance
with the preceding sentence will be transferred to, and registered and exchanged
for, certificated notes in authorized denominations and registered in the names
as DTC or its nominee may direct. However, a global security is only
exchangeable for a global security of like denomination to be registered in the
name of DTC or its nominee. If a global security becomes exchangeable for
certificated notes:
. certificated notes will be issued only in fully registered form in
denominations of $1,000 or integral multiples of $1,000;
. payment of principal, premium, if any, and interest on the certificated
notes will be payable, and the transfer of the certificated notes will
be registrable, at the office or agency we maintain for these purposes;
and
. no service charge will be made for any issuance of the certificated
notes, although the issuers may require payment of a sum sufficient to
cover any tax or governmental charge imposed in connection with the
issuance.
Transfers between participants in DTC will be effected in accordance with
DTC's procedures, and will be settled in same-day funds. Transfers between
participants in Euroclear or Clearstream will be effected in the ordinary way in
accordance with their respective rules and operating procedures.
Subject to compliance with the transfer restrictions applicable to the notes,
cross-market transfers between the participants in DTC, on the one hand, and
Euroclear or Clearstream participants, on the other hand, will be effected
through DTC in accordance with DTC's rules on behalf of Euroclear or
Clearstream, as the case may be, by its respective depositary; however, such
cross-market transactions will require delivery of instructions to Euroclear or
Clearstream, as the case may be, by the counterparts in such system in
accordance with the rules and procedures and within the established deadlines,
Brussels time, of such system. Euroclear or Clearstream, as the case may be,
will, if the transaction meets its settlement requirements, deliver instructions
to its respective depositary to take action to effect final settlement on its
behalf by delivering or receiving interests in the relevant global notes in DTC,
and making or receiving payment in accordance with normal procedures for same-
day funds settlement applicable to DTC. Euroclear participants and Clearstream
participants may not deliver instructions directly to the depositories for
Euroclear or Clearstream.
Because of time zone differences, the securities account of a Euroclear or
Clearstream participant purchasing an interest in a global note from a
participant in DTC will be credited, and any such crediting will be reported to
the
-49-
relevant Euroclear or Clearstream participant, during the securities settlement
processing day, which must be a business day for Euroclear and Clearstream,
immediately following the settlement date of DTC. Cash received in Euroclear or
Clearstream as a result of sales of interest in a global security by or through
a Euroclear or Clearstream participant to a participant in DTC will be received
with value on the settlement date of DTC but will be available in the relevant
Euroclear or Clearstream cash account only as of the business day for Euroclear
or Clearstream following DTC's settlement date.
-50-
EXCHANGE OFFER
Registration Rights Agreement
The initial notes were originally issued on March 1, 2001 to Chase Securities
Inc., pursuant to a purchase agreement dated February 16, 2001. The initial
purchaser subsequently resold the notes to qualified institutional buyers in
reliance on Rule 144A under the Securities Act, and outside the United States in
accordance with Regulation S under the Securities Act. We are parties to a
registration rights agreement with the initial purchaser entered into as a
condition to the closing under the purchase agreement. Pursuant to the
registration rights agreement, we agreed, for the benefit of the holders of the
initial notes, at our cost to:
. file an exchange offer registration statement on or before April 30,
2001 with the Securities and Exchange Commission with respect to the
exchange offer for the notes; and
. use our best efforts to cause the exchange offer registration statement
to be declared effective under the Securities Act by August 28, 2001.
Upon the exchange offer registration statement being declared effective, we
will offer the exchange notes in exchange for surrender of the initial notes. We
will keep the exchange offer open for not less than 20 business days, or longer
if required by applicable law, after the date on which notice of the exchange
offer is mailed to the holders of the initial notes. For each initial note
surrendered to us pursuant to the exchange offer, the holder of such initial
note will receive an exchange note having a principal amount equal to that of
the surrendered initial note and a related guarantee.
Under existing interpretations of the staff of the Securities and Exchange
Commission contained in several no-action letters to third parties, we believe
that the exchange notes and the related guarantees will in general be freely
tradeable after the exchange offer without further registration under the
Securities Act. However, any purchaser of initial notes who is an "affiliate" of
ours or any of our subsidiary guarantors or who intends to participate in the
exchange offer for the purpose of distributing the exchange notes:
. will not be able to rely on these interpretations of the staff of the
Securities and Exchange Commission;
. will not be able to tender its initial notes in the exchange offer; and
. must comply with the registration and prospectus delivery requirements
of the Securities Act in connection with any sale or transfer of the
initial notes, unless such sale or transfer is made pursuant to an
exemption from such requirements.
As contemplated by these no-action letters and the registration rights
agreement, each holder accepting the exchange offer is required to represent to
us in the letter of transmittal that:
. neither the holder nor any such other person is an "affiliate" of ours
or any of our subsidiary guarantors within the meaning of Rule 405 under
the Securities Act;
. the holder or any such other person is not engaged in, does not intend
to engage in, and has no arrangement or understanding with any person to
participate in, a distribution of the exchange notes; and
. it is acquiring the exchange notes in the ordinary course of business.
Each holder participating in the exchange offer for the purpose of
distributing the exchange notes must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale of the
exchange notes and cannot rely on those no-action letters.
-51-
For a description of the procedures for resales by broker-dealers, see "Plan
of Distribution."
Shelf Registration Statement
If applicable interpretations of the Commission do not permit us and our
subsidiary guarantors to effect the exchange of the initial notes for the
exchange notes, or, under certain other circumstances, including if for any
other reason the exchange offer is not consummated by October 27, 2001, we will:
. as promptly as reasonably practicable, file a shelf registration
statement covering resales of the initial notes;
. use our best efforts to cause the shelf registration statement to be
declared effective under the Securities Act; and
. use our best efforts to keep effective the shelf registration statement
until the earlier of two years after its effective date and such time as
all of the applicable initial notes have been sold under such
registration statement.
We will, in the event of the filing of the shelf registration statement:
. provide to each holder of the initial notes copies of the prospectus
which is a part of the shelf registration statement;
. notify each such holder when the shelf registration statement has become
effective; and
. take certain other actions as are required to permit unrestricted
resales of the initial notes and the related guarantees.
A holder that sells its initial notes pursuant to the shelf registration
statement generally will be required to be named as a selling securityholder in
the related prospectus and to deliver a prospectus to purchasers, will be
subject to certain of the civil liability provisions under the Securities Act in
connection with such sales and will be bound by the provisions of the
registration rights agreement which are applicable to such a holder, including
certain indemnification obligations.
We are required to pay as liquidated damages upon the following occurrences,
the following additional interest with respect to the initial notes:
. If the exchange offer registration statement or the shelf registration
statement is not filed by April 30, 2001, additional interest shall
accrue on the initial notes over and above the stated interest at a rate
of 0.50% per annum for the first 90 days immediately following such
date, such additional interest rate increasing by an additional 0.25%
per annum at the beginning of each subsequent 90 day period.
. If the exchange offer registration statement or the shelf registration
statement is not declared effective within 120 days following April 30,
2001, then, commencing on the 121st day after the date on which such
registration statement is required to be filed, additional interest
shall accrue on the initial notes over and above the stated interest at
a rate of 0.50% per annum for the first 90 days immediately following
such date, such additional interest rate increasing by an additional
0.25% per annum at the beginning of each subsequent 90 day period.
. If (i) we have not exchanged the initial notes for all exchange notes
validly tendered in accordance with the terms of the exchange offer on
or prior to 60 days after the date on which the registration statement
was declared effective or (ii) if applicable, a shelf registration
statement has been declared effective and such shelf registration
statement ceases to be effective at any time prior to the third
anniversary of its effective date, unless all the initial notes have
been sold thereunder, then additional interest shall accrue on the
initial notes over and above the stated interest at a rate of 0.50% per
annum
-52-
for the first 90 days commencing on (x) the 61st day after such
effective date, in the case of (i) above, or (y) the day such shelf
registration statement ceases to be effective in the case of (ii) above,
such additional interest rate increasing by an additional .25% per annum
at the beginning of each subsequent 90-day period.
The additional interest rates described above may not exceed in the aggregate
1.0% per annum; and provided that (1) upon the filing of the exchange offer
registration statement or a shelf registration statement in the case of the
first bulleted paragraph above, (2) upon the effectiveness of the exchange offer
registration statement or a shelf registration statement in the case of the
second bulleted paragraph above, or (3) upon the exchange of exchange notes for
all initial notes tendered in the case of clause (i) of the third bulleted
paragraph above, or upon the effectiveness of the shelf registration statement
which has ceased to remain effective in the case of clause (ii) of the third
bulleted paragraph above, additional interest on the initial notes as a result
of such paragraph or clause, as the case may be, shall cease to accrue.
Any amounts of additional interest due will be payable in cash, on the same
original interest payment dates as the initial notes. The amount of additional
interest will be determined by multiplying the applicable interest rate by the
principal amount of the initial notes multiplied by a fraction, the numerator of
which is the number of days such additional interest rate was applicable during
such period (determined on the basis of a 360-day year comprised of twelve 30-
day months), and the denominator of which is 360.
This summary of certain provisions of the registration rights agreement does
not purport to be complete and is subject to, and is qualified in its entirety
by, all the provisions of the registration rights agreement, a copy of which is
filed as an exhibit to the registration statement of which this prospectus is a
part.
Following consummation of the exchange offer, holders of initial notes who
are eligible to participate in the exchange offer but who do not tender their
initial notes will not have any additional registration rights and such initial
notes will continue to be subject to certain restrictions on transfer.
Accordingly, the liquidity of the market for such initial notes could be
adversely affected.
Expiration Date; Extensions; Amendments; Termination
The exchange offer will expire at 5:00 p.m., New York City time, on _____,
2001, unless we extend it in our reasonable discretion. The expiration date of
the exchange offer will be at least 30 days after we mail notice of the exchange
offer to holders as provided in Rule 14e-1(a) under the Securities Exchange Act
of 1934 and the registration rights agreement.
To extend the expiration date, we will need to notify the exchange agent of
any extension by oral, promptly confirmed in writing, or written notice. We will
also need to notify the holders of the initial notes by mailing an announcement
or by means of a press release or other public announcement communicated, unless
otherwise required by applicable law or regulation, before 9:00 A.M., New York
City time, on the next business day after the previously scheduled expiration
date.
We expressly reserve the right:
. to delay acceptance of any initial notes, to extend the exchange offer
or to terminate the exchange offer and not permit acceptance of initial
notes not previously accepted if any of the conditions described below
under "--Conditions to the Exchange Offer" have occurred and have not
been waived by us, if permitted to be waived, by giving oral or written
notice of the delay, extension or termination to the exchange agent; or
. to amend the terms of the exchange offer in any manner.
If we amend the exchange offer in a manner determined by us to constitute a
material change, we will promptly disclose the amendment in a manner reasonably
calculated to inform the holders of the initial notes of the amendment including
providing public announcement, or giving oral or written notice to the holders
of the initial
-53-
notes. A material change in the terms of the exchange offer could include a
change in the timing of the exchange offer, a change in the exchange agent and
other similar changes in the terms of the exchange offer. If any material change
is made to the terms of the exchange offer, we will disclose the change by means
of a post-effective amendment to the registration statement of which this
prospectus is a part and will distribute an amended or supplemented prospectus
to each registered holder of initial notes. In addition, we will also extend the
exchange offer for an additional five to ten business days as required by the
Securities Exchange Act, depending on the significance of the amendment, if the
exchange offer would otherwise expire during that period. Any delay in
acceptance, extension, termination or amendment will be followed as promptly as
practicable by oral, promptly confirmed in writing, or written notice to the
exchange agent.
Procedures for Tendering Initial Notes
To tender your initial notes in this exchange offer, you must use one of the
three alternative procedures described below:
Regular Delivery Procedure: Complete, sign and date the letter of
transmittal, or a facsimile of the
letter of transmittal. Have the
signatures on the letter of
transmittal guaranteed if required by
the letter of transmittal. Mail or
otherwise deliver the letter of
transmittal or the facsimile, together
with the certificates representing
your initial notes being tendered and
any other required documents, to the
exchange agent on or before 5:00 p.m.,
New York City time, on the expiration
date.
Book-entry Delivery Procedure: Send a timely confirmation of a book-
entry transfer of your initial notes,
if this procedure is available, into
the exchange agent's account at The
Depository Trust Company ("DTC") as
contemplated by the procedures for
book-entry transfer described under
"-- Book-Entry Delivery Procedure"
below, on or before 5:00 p.m., New
York City time, on the expiration
date.
Guaranteed Delivery Procedure: If time will not permit you to
complete your tender by using the
procedures described above before the
expiration date, comply with the
guaranteed delivery procedures
described under "--Guaranteed Delivery
Procedure" below.
The method of delivery of initial notes, the letter of transmittal and all
other required documents is at your election and risk. Instead of delivery by
mail, we recommend that you use an overnight or hand-delivery service. If you
choose the mail, we recommend that you use registered mail, properly insured,
with return receipt requested. In all cases, you should allow sufficient time to
assure timely delivery. You should not send any letters of transmittal or
initial notes to us. You must deliver all documents to the exchange agent at its
address provided below. You may also request your respective brokers, dealers,
commercial banks, trust companies or nominees to tender your initial notes on
your behalf.
Only a holder of initial notes may tender initial notes in this exchange
offer. For purposes of this exchange offer, a holder is any person in whose
name initial notes are registered on our books or any other person who has
obtained a properly completed bond power from the registered holder.
If you are the beneficial owner of initial notes that are registered in the
name of a broker, dealer, commercial bank, trust company or other nominee and
you wish to tender your notes, you must contact this registered holder promptly
and instruct this registered holder to tender these notes on your behalf. If you
wish to tender these initial notes on your own behalf, you must, before
completing and executing the letter of transmittal and delivering your initial
notes, either make appropriate arrangements to register the ownership of these
notes in your name or obtain a properly completed bond power from the registered
holder. The transfer of registered ownership may take considerable time.
-54-
You must have any signatures on a letter of transmittal or a notice of
withdrawal guaranteed by an eligible institution. An eligible institution is:
. a member firm of a registered national securities exchange or of the
National Association of Securities Dealers, Inc.;
. a commercial bank or trust company having an office or correspondent in
the United States; or
. an eligible guarantor institution within the meaning of Rule 17Ad-15
under the Securities Exchange Act.
However, signatures on a letter of transmittal do not have to be guaranteed
if initial notes are tendered:
. by a registered holder, or by a participant in DTC in the case of book-
entry transfers, whose name appears on a security position listing as
the owner, who has not completed the box entitled "Special Issuance
Instructions" or "Special Delivery Instructions" on the letter of
transmittal and only if the exchange notes are being issued directly to
this registered holder, or deposited into this participant's account at
DTC in the case of book-entry transfers; or
. for the account of an eligible institution.
If the letter of transmittal or any bond powers are signed by:
. the recordholder(s) of the initial notes tendered: The signature must
correspond with the name(s) written on the face of the initial notes
without alteration, enlargement or any change whatsoever;
. a participant in DTC: The signature must correspond with the same as it
appears on the security position listing as the holder of the initial
notes;
. a person other than the registered holder of any initial notes: These
initial notes must be endorsed or accompanied by bond powers and a proxy
that authorize this person to tender the initial notes on behalf of the
registered holder, in satisfactory form to us as determined in our sole
discretion, in each case, as the name of the registered holder or
holders appears on the initial notes;
. trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or
representative capacity: These persons should so indicate such
capacities when signing. Unless waived by us, evidence satisfactory to
us of their authority to so act must also be submitted with the letter
of transmittal.
Book-Entry Delivery Procedure
Any financial institution that is a participant in DTC's system may make
book-entry deliveries of initial notes by causing DTC to transfer these initial
notes into the exchange agent's account at DTC according to DTC's procedures for
transfer. To effectively tender notes through DTC, the financial institution
that is a participant in DTC will electronically transmit its acceptance through
the Automatic Tender Offer Program. DTC will then edit and verify the acceptance
and send an agent's message to the exchange agent for its acceptance. An agent's
message is a message transmitted by DTC to the exchange agent stating that DTC
has received an express acknowledgment from the participant in DTC tendering the
initial notes that the participant has received and agrees to be bound by the
terms of the letter of transmittal, and that we may enforce this agreement
against the participant. The exchange agent will make a request to establish an
account for the initial notes at DTC for purposes of the exchange offer within
two business days after the date of this prospectus.
A delivery of initial notes through a book-entry transfer into the exchange
agent's account at DTC will only be effective if an agent's message or the
letter of transmittal or a facsimile of the letter of transmittal with any
required signature guarantees and any other required documents is transmitted to
and received by the exchange agent at the
-55-
address indicated below under "--Exchange Agent" on or before the expiration
date unless the guaranteed delivery procedures described below are complied
with. Delivery of documents to DTC does not constitute delivery to the Exchange
Agent.
Guaranteed Delivery Procedure
If you are a registered holder of initial notes and desire to tender your
notes, and (1) these notes are not immediately available, (2) time will not
permit your notes or other required documents to reach the exchange agent before
the expiration date, or (3) the procedures for book-entry transfer cannot be
completed on a timely basis and an agent's message delivered, you may still
tender in this exchange offer if:
. you tender through an eligible institution, on or before the expiration
date, the exchange agent receives a properly completed and duly executed
letter of transmittal or facsimile of the letter of transmittal and a
notice of guaranteed delivery, substantially in the form provided by us,
with your name and address as holder of the initial notes and the amount
of notes tendered, stating that the tender is being made by this letter
and notice and guaranteeing that within three New York Stock Exchange
trading days after the expiration date the certificates for all the
initial notes tendered, in proper form for transfer, or a book-entry
confirmation with an agent's message, as the case may be, and any other
documents required by the letter of transmittal will be deposited by the
eligible institution with the exchange agent; and
. the certificates for all your tendered initial notes in proper form for
transfer, or a book-entry confirmation, as the case may be, and all
other documents required by the letter of transmittal are received by
the exchange agent within three New York Stock Exchange trading days
after the expiration date.
Acceptance of Initial Notes for Exchange; Delivery of Exchange Notes
Your tender of initial notes will constitute an agreement between you and us
governed by the terms and conditions provided in this prospectus and in the
letter of transmittal.
We will be deemed to have received your tender as of the date when your duly
signed letter of transmittal accompanied by your initial notes tendered, or a
timely confirmation of a book-entry transfer of these notes into the exchange
agent's account at DTC with an agent's message, or a notice of guaranteed
delivery from an eligible institution is received by the exchange agent.
All questions as to the validity, form, eligibility, including time of
receipt, acceptance and withdrawal tenders will be determined by us in our sole
discretion. Our determination will be final and binding.
We reserve the absolute right to reject any and all initial notes not
properly tendered or any initial notes which, if accepted, would, in our opinion
or our counsel's opinion, be unlawful. We also reserve the absolute right to
waive any conditions of this exchange offer or irregularities or defects in
tender as to particular notes. Our interpretation of the terms and conditions of
this exchange offer, including the instructions in the letter of transmittal,
will be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of initial notes must be cured within
the time that we shall determine. Neither the exchange agent, any other person
or we will be under any duty to give notification of defects or irregularities
with respect to tenders of initial notes. Neither the exchange agent nor we will
incur any liability for any failure to give notification of these defects or
irregularities. Tenders of initial notes will not be deemed to have been made
until the irregularities have been cured or waived. The exchange agent will
return without cost to their holders any initial notes that are not properly
tendered and as to which the defects or irregularities have not been cured or
waived as promptly as practicable following the expiration date.
If all the conditions to the exchange offer are satisfied or waived on the
expiration date, we will accept all initial notes properly tendered and will
issue the exchange notes promptly thereafter. Please refer to the section of
this prospectus entitled "--Conditions to the Exchange Offer" below. For
purposes of this exchange offer, initial
-56-
notes will be deemed to have been accepted as validly tendered for exchange
when, as and if, we give oral or written notice of acceptance to the exchange
agent.
We will issue the exchange notes in exchange for the initial notes tendered
by a notice of guaranteed delivery by an eligible institution only against
delivery to the exchange agent of the letter of transmittal, the tendered
initial notes and any other required documents, or the receipt by the exchange
agent of a timely confirmation of a book-entry transfer of initial notes into
the exchange agent's account at DTC with an agent's message, in each case, in
form satisfactory to us and the exchange agent.
If any tendered initial notes are not accepted for any reason or if initial
notes are submitted for a greater principal amount than the holder desires to
exchange, the unaccepted or non-exchanged initial notes will be returned without
expense to the tendering holder, or, in the case of initial notes tendered by
book-entry transfer procedures described above, will be credited to an account
maintained with the book-entry transfer facility, as promptly as practicable
after withdrawal, rejection of tender or the expiration or termination of the
exchange offer.
In addition, we reserve the right in our sole discretion, but in compliance
with the provisions of the indenture, to:
. purchase or make offers for any initial notes that remain outstanding
after the expiration date, or, as described under "Expiration Date;
Extensions; Amendments; Termination," to terminate the exchange offer as
provided by the terms of our registration rights agreement, and
. purchase initial notes in the open market, in privately negotiated
transactions or otherwise, to the extent permitted by applicable law.
The terms of any of the purchases or offers described above could differ from
the terms of the exchange offer.
Withdrawal of Tenders
Except as otherwise provided in this prospectus, you may withdraw tenders of
initial notes at any time before 5:00 p.m., New York City time, on the
expiration date.
For a withdrawal to be effective, you must send a written or facsimile
transmission notice of withdrawal to the exchange agent before 5:00 p.m., New
York City time, on the expiration date at the address provided below under
"Exchange Agent" and before acceptance of your tendered initial notes for
exchange by us.
Any notice of withdrawal must:
. specify the name of the person having tendered the initial notes to be
withdrawn;
. identify the initial notes to be withdrawn, including, if applicable,
the registration number or numbers and total principal amount of these
notes;
. be signed by the person having tendered the initial notes to be
withdrawn in the same manner as the original signature on the letter of
transmittal by which these initial notes were tendered, including any
required signature guarantees, or be accompanied by documents of
transfer sufficient to permit the trustee for the initial notes to
register the transfer of these notes into the name of the person having
made the original tender and withdrawing the tender; and
. state that you are withdrawing your tender of initial notes.
We will determine all questions as to the validity, form and eligibility,
including time of receipt, of all notices of withdrawal and our determination
will be final and binding on all parties. Initial notes that are withdrawn will
be deemed not to have been validly tendered for exchange in this exchange offer.
-57-
You may retender properly withdrawn initial notes in this exchange offer by
following one of the procedures described under "--Procedures for Tendering
Initial Notes" above at any time before the expiration date.
Conditions to the Exchange Offer
With exceptions, we will not be required to accept initial notes for
exchange, or issue exchange notes in exchange for any initial notes, and we may
terminate or amend the exchange offer as provided in this prospectus before the
acceptance of the initial notes, if:
. the exchange offer violates applicable law or any interpretation of the
staff of the Securities and Exchange Commission;
. any required governmental approval has not been obtained; or
. a court or any governmental authority has issued an injunction, order or
decree that would prevent or impair our ability to proceed with the
exchange offer.
These conditions are for our sole benefit. We may assert any of these
conditions regardless of the circumstances giving rise to any of them. We may
also waive these conditions, in whole or in part, at any time and from time to
time, if we determine in our reasonable discretion, but within the limits of
applicable law, that any of the foregoing events or conditions has occurred or
exists or has not been satisfied. Our failure at any time to exercise any of
rights will not be deemed a waiver of these rights and these rights will be
deemed ongoing rights which we may assert at any time and from time to time.
If we determine that we may terminate the exchange offer, as provided above,
we may:
. refuse to accept any initial notes and return any initial notes that
have been tendered to their holders;
. extend the exchange offer and retain all initial notes tendered before
the expiration date, allowing, however, the holders of tendered initial
notes to exercise their rights to withdraw their tendered initial notes;
or
. waive any termination event with respect to the exchange offer and
accept all properly tendered initial notes that have not been withdrawn
or otherwise amend the terms of the exchange offer in any respect as
provided under "--Expiration Date; Extensions; Amendments; Termination."
If we determine that we may terminate the exchange offer, we may be required
to file a shelf registration statement with the Securities and Exchange
Commission as described under "--Shelf Registration Statement." The exchange
offer is not dependent upon any minimum principal amount of initial notes being
tendered for exchange.
Accounting Treatment
We will record the exchange notes at the same carrying value as the initial
notes, as reflected in our accounting records on the date of the exchange.
Accordingly, we will not recognize any gain or loss for accounting purposes. We
will amortize the costs of the exchange offer and the unamortized expenses
related to the issuance of the exchange notes over the term of the exchange
notes.
-58-
Exchange Agent
We have appointed as exchange agent for the exchange offer. You should direct
all questions and requests for assistance or additional copies of this
prospectus or the letter of transmittal to the exchange agent as follows:
First Union National Bank
First Union Customer Information Center
Corporate Trust Operations - NC1153
1525 West W.T. Harris Boulevard - 3C3
Charlotte, NC 28288
Attention: Marsha Rice
Fees and Expenses
We will bear the expenses of soliciting tenders under the exchange offer. The
principal solicitation for tenders under the exchange offer is being made by
mail; however, our officers and other employees may make additional
solicitations by telegraph, telephone, telecopy or in person.
We will not make any payments to brokers, dealers or other persons soliciting
acceptances of the exchange offer. However, we will pay the exchange agent
reasonable and customary fees for its services and will reimburse the exchange
agent for its reasonable out-of-pocket expenses in connection with the exchange
offer. We may also pay brokerage houses and other custodians, nominees and
fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding
copies of the prospectus, letters of transmittal and related documents to the
beneficial owners of the initial notes, and in handling or forwarding tenders
for exchange.
We will pay the expenses incurred in connection with the exchange offer,
including fees and expenses of the exchange agent and trustee and accounting,
legal, printing and related fees and expenses.
We will generally pay all transfer taxes, if any, applicable to the exchange
of initial notes under the exchange offer. However, tendering holders will pay
the amount of any transfer taxes, whether imposed on the registered holder or
any other person, if:
. certificates representing exchange notes or initial notes for principal
amounts not tendered or accepted for exchange are to be delivered to, or
are to be registered or issued in the name of, any person other than the
registered holder of the initial notes tendered; or
. tendered initial notes are registered in the name of any person other
than the person signing the letter of transmittal; or
. a transfer tax is imposed for any reason other than the exchange of
initial notes under the exchange offer.
If satisfactory evidence of payment of these taxes or exemption therefrom is
not submitted with the letter of transmittal, the amount of the transfer taxes
will be billed directly to the tendering holder.
Your Failure to Participate in the Exchange Offer Will Have Adverse
Consequences
If you do not properly tender your initial notes in the exchange offer, your
initial notes will remain outstanding and continue to accrue interest. However,
you will not be able to resell, offer to resell or otherwise transfer the
initial notes unless they are registered under the Securities Act or unless you
resell them, offer to resell or otherwise transfer them under an exemption from
the registration requirements of, or in a transaction not governed by, the
Securities Act. In addition, you will no longer be able to obligate us to
register the initial notes under the Securities Act, except in the limited
circumstances provided under our registration rights agreement. To the extent
the initial notes are tendered and accepted in the exchange offer, the trading
market, if any, for the initial notes would be
-59-
adversely affected. You should refer to "Risk Factors--Your failure to
participate in the exchange offer will have adverse consequences."
-60-
UNITED STATES FEDERAL TAX CONSIDERATIONS
In the opinion of Sonnenschein Nath & Rosenthal, the following general
discussion summarizes the material U.S. federal tax aspects of the exchange
offer. This discussion is a summary for general information only and does not
consider all aspects of U.S. federal tax that may be relevant to the purchase,
ownership and disposition of exchange notes by a prospective investor in light
of such investor's personal circumstances. This discussion also does not address
the U.S. federal tax consequences of ownership of notes not held as capital
assets within the meaning of Section 1221 of the Internal Revenue Code of 1986,
as amended (the "Code"), or the U.S. federal tax consequences to investors
subject to special treatment under the U.S. federal income tax laws, such as
dealers in securities of foreign currency, tax-exempt entities, banks, thrifts,
insurance companies, persons that hold the notes as part of a "straddle," a
"hedge" against currency risk or a "conversion transaction," persons that have a
"functional currency" other than the U.S. dollar, and investors in pass-through
entities. In addition, except as otherwise provided, this discussion addresses
only certain U.S. federal income tax consequences and does not describe U.S.
federal estate or gift tax consequences or the tax consequences arising out of
the tax laws of any state, local, or foreign jurisdiction.
A U.S. Holder is a beneficial owner of a note that is (1) a citizen or
resident of the U.S.; (2) a corporation or partnership created or organized in
or under the laws of the U.S. or any political subdivision thereof; (3) an
estate the income of which is subject to U.S. federal income taxation regardless
of its source; or (4) a trust which is either subject to the supervision of a
court within the U.S. and the control of one or more U.S. persons, or has a
valid election in effect under applicable Treasury Regulations to be treated as
a U.S. person. A Foreign Holder is a beneficial owner of a note that is not a
U.S. Holder.
This discussion is based upon the Code, existing and proposed Treasury
regulations thereunder, Internal Revenue Service ("IRS") rulings and
pronouncements and judicial decisions now in effect, all of which are subject to
change (possibly on a retroactive basis). We have not and will not seek any
opinions of counsel or rulings from the IRS with respect to the matters
discussed below. There can be no assurance that the IRS will not take positions
concerning the tax consequences of the purchase, ownership, or disposition of
the notes which are different from those discussed herein.
Investors in notes should consult their own tax advisors concerning the
application of U.S. federal income tax laws, as well as the laws of any state,
local, or foreign taxing jurisdiction, in light of their particular situations.
Exchange of Notes
The exchange of notes pursuant to the exchange offer will not be treated as a
taxable sale, exchange or other disposition of the corresponding initial notes
because the terms of the exchange notes are not materially different from the
terms of the initial notes. Accordingly:
. a holder will not recognize gain or loss upon receipt of an exchange
note;
. the holding period of an exchange note will include the holding period
of the initial note exchanged therefor; and
. the adjusted tax basis of an exchange note will be the same as the
adjusted tax basis of the initial note exchanged.
The filing of a shelf registration statement will not result in a taxable
exchange to us or to any holder of a note.
-61-
U.S. Federal Income Taxation of U.S. Holders
Payments of Interest
A U.S. Holder of an exchange note generally will be required to report as
ordinary income for U.S. federal income tax purposes interest received or
accrued on the exchange note in accordance with the U.S. Holder's method of
accounting.
Bond Premium and Market Discount
A U.S. Holder who purchases an exchange note for an amount in excess of its
stated principal amount will be considered to have purchased the exchange note
at a premium equal to the amount of such excess. A U.S. Holder generally may
elect to amortize the premium on the constant yield method. The amount
amortized in any year under such method will be treated as a reduction of the
holder's interest income from the exchange note during such year and will reduce
the holder's adjusted tax basis in the exchange note by such amount. A holder
of an exchange note that does not make the election to amortize the premium will
not reduce its tax basis in the exchange note, and thus effectively will realize
a smaller gain, or a larger loss, on a taxable disposition of the exchange note
than it would have realized had the election been made. The election to
amortize the premium on a constant yield method, once made, applies to all debt
obligations held or acquired by the electing holder on or after the first day of
the first taxable year to which the election applies and may not be revoked
without the consent of the IRS.
If a U.S. Holder purchases an exchange note for an amount that is less than
its stated principal amount, the amount of the difference will be treated as
"market discount" for federal income tax purposes unless such difference is less
than a specified de minimis amount. Under the de minimis exception, an exchange
note is considered to have no market discount if the excess of the stated
redemption price at maturity of the exchange note over the holder's tax basis in
such note immediately after its acquisition is less than 0.25% of the stated
redemption price at maturity of the exchange note multiplied by the number of
complete years to the maturity date of the exchange note after the acquisition
date.
Under the market discount rules, a U.S. Holder is required to treat any
principal payment on, or any gain from the sale, exchange, retirement or other
disposition of an exchange note as ordinary income to the extent of the accrued
market discount not previously included in income at the time of such payment or
disposition. In addition, such a holder may be required to defer until maturity
of the exchange note or its earlier disposition in a taxable transaction the
deduction of all or a portion of the interest expense on any indebtedness
incurred or continued to purchase or carry such exchange note.
Any market discount will be considered to accrue ratably during the period
from the date of acquisition to the maturity date of the exchange note, unless
the U.S. Holder elects to accrue the market discount on a constant interest
method. A U.S. Holder of an exchange note may elect to include market discount
in income currently as it accrues (on either a ratable or constant interest
method), in which case the rule described above regarding deferral of interest
deductions will not apply. This election to include market discount in income
currently, once made, applies to all market discount obligation acquired on or
after the first taxable year to which the election applies and may not be
revoked without the consent of the IRS.
Sale, Exchange, or Redemption of the Exchange Notes
Upon the sale, exchange, retirement, or other disposition of an exchange
note, a U.S. Holder generally will recognize taxable gain or loss equal to the
difference between the amount realized on the disposition and the U.S. Holder's
adjusted tax basis in the exchange note. A U.S. Holder's adjusted tax basis in
an exchange note generally will equal the cost of the exchange note (or the cost
of the initial note exchanged for the exchange note) to the U.S. Holder,
increased by any market discount previously included in income by such U.S.
Holder and decreased by any amortized premium applied to reduce interest and by
any principal payments on the exchange note. Such gain or loss will generally
constitute capital gain or loss, except to the extent of any accrued market
discount not previously included in income, which will be taxed as ordinary
income. Amounts received attributable to accrued but unpaid interest will be
treated as ordinary interest income.
-62-
U.S. Federal Income Taxation of Foreign Holders
If the income or gain on the exchange notes is "effectively connected with
the conduct of a trade or business within the U.S." of the Foreign Holder, such
income or gain will be subject to tax essentially in the same manner as if the
exchange notes were held by a U.S. Holder, as discussed above. In addition, a
Foreign Holder that is a foreign corporation may be subject to a branch profits
tax equal to 30% (or lower applicable treaty rate) of its earnings and profits
for the taxable year, subject to adjustments, that are effectively connected
with the conduct by it of a trade or business in the U.S. For this purpose,
interest or gain on the sale or other disposition of the notes will be included
in earnings and profits.
If the income on the exchange note is not effectively connected with the
conduct of a trade or business of a Foreign Holder in the U.S., the Foreign
Holder will not be subject to U.S. tax, or to U.S. withholding tax on interest
on an exchange note provided that the Foreign Holder (1) does not actually (or
constructively) own 10% or more of the total combined voting power of all
classes of our voting stock within the meaning of the Code and the U.S. Treasury
Regulations; (2) is not a controlled foreign corporation that is related to us
through stock ownership as provided in the Code and U.S. Treasury Regulations;
(3) is not a bank whose receipt of interest on the notes is in connection with
an extension of credit made pursuant to a loan agreement entered into in the
ordinary course of its trade or business; and (4) (a) provides its name and
address on an IRS Form W-8BEN, and certifies, under penalty of perjury, that it
is not a U.S. person or (b) a financial institution holding the notes on behalf
of the Foreign Holder certifies to us, under penalty of perjury, that it has
received an IRS Form W-8BEN from the beneficial owner and provides us with a
copy.
If the Foreign Holder cannot satisfy the requirements described above, a
Foreign Holder will be subject to a 30% U.S. federal withholding tax on interest
payments on the notes unless the Foreign Holder provides a properly executed (1)
IRS Form W-8BEN claiming an exemption from, or reduction in, withholding under
the benefit of a tax treaty or (2) IRS Form W-8ECI stating that interest paid on
the notes is not subject to withholding tax because it is effectively connected
with the conduct of a trade or business of a Foreign Holder in the U.S.
Any gain realized on the disposition of an exchange note generally will not
be subject to U.S. federal income tax unless (1) that gain is effectively
connected with the conduct of a trade or business in the U.S. by the Foreign
Holder, or (2) the Foreign Holder is an individual who is present in the U.S.
for 183 days or more in the taxable year of disposition, and certain other
conditions are met.
U.S. Federal Estate Taxation of Foreign Holders
An exchange note that is held by an individual who at the time of death is
not a citizen or resident of the U.S. will not be subject to U.S. federal estate
tax as a result of such individual's death, provided that, at the time of the
individual's death, payments of interest with respect to such exchange note
would have qualified for the portfolio interest exception.
Information Reporting and Backup Withholding
U.S. Holders may be subject, under certain circumstances, to information
reporting and "backup withholding" at a 31% rate with respect to cash payments
in respect of principal, interest, and the gross proceeds from dispositions of
the exchange notes. Backup withholding may apply if the U.S. Holder (1) fails to
furnish its social security or other taxpayer identification number ("TIN") on
an IRS Form W-9 within a reasonable time after a request therefor; (2) furnishes
an incorrect TIN; (3) fails to report properly any interest or dividends; or (4)
fails, under certain circumstances, to provide a certified statement, signed
under penalty of perjury, that the TIN provided is its correct number and that
it is not subject to backup withholding. Any amount withheld from a payment to
a U.S. Holder under the backup withholding rules is allowable as a credit (and
may entitle such holder to a refund) against such U.S. Holder's U.S. federal
income tax liability, provided that the required information is furnished to the
IRS. Certain persons are exempt from backup withholding, including corporations
and financial institutions. U.S. Holders of the exchange notes should consult
their tax advisors as to their qualification for exemption from backup
withholding and the procedure for obtaining such exemption.
-63-
Foreign Holders will generally not be subject to 31% backup withholding on
payments made to a Foreign Holder provided that the Foreign Holder provides the
requisite certification on IRS Form W-8BEN or otherwise establishes an exemption
from backup withholding, although such payments may be subject to certain
reporting requirements. Payments of the proceeds of a disposition of exchange
notes by or through a U.S. office of a broker generally will be subject to 31%
backup withholding and information reporting unless the Foreign Holder provides
the requisite certification on IRS Form W-8BEN or otherwise establishes an
exemption.
The amount of any backup withholding imposed on a payment to a U.S. or
Foreign Holder of an exchange note will be allowed as a credit against such
holder's U.S. federal income tax liability, and such holder may be entitled to a
refund, provided that the required information is furnished to the IRS. Holders
should consult their tax advisors as to their qualification for exemption from
backup withholding and the procedure for obtaining such exemption.
-64-
PLAN OF DISTRIBUTION
A broker-dealer that is the holder of initial notes that were acquired for
the account of such broker-dealer as a result of market-making or other trading
activities, other than initial notes acquired directly from us or any of our
affiliates, may exchange such initial notes for exchange notes pursuant to the
exchange offer; provided, that each broker-dealer that receives exchange notes
for its own account in exchange for initial notes, where such initial notes were
acquired by such broker-dealer as a result of market-making or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such exchange notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of exchange notes received in exchange for initial notes where such
initial notes were acquired as a result of market-making activities or other
trading activities. We have agreed that for a period of time not to exceed 180
days after the registration statement of which this prospectus forms a part is
declared effective, we will make this prospectus, as it may be amended or
supplemented from time to time, available to any broker-dealer for use in
connection with any such resale. All dealers effecting transactions in the
exchange notes may be required to deliver a prospectus.
We will not receive any proceeds from any sale of exchange notes by broker-
dealers or any other holder of exchange notes. Exchange notes received by
broker-dealers for their own account pursuant to the exchange offer may be sold
from time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the exchange notes or
a combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such
exchange notes. Any broker-dealer that resells exchange notes that were
received by it for its own account pursuant to the exchange offer and any broker
or dealer that participates in a distribution of such exchange notes may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of exchange notes and any commissions or concessions
received by any such persons may be deemed to be underwriting compensation under
the Securities Act. The Letter of Transmittal states that by acknowledging that
it will deliver and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.
For a period of 180 days after consummation of the exchange offer or such
time as any broker-dealer no longer owns any registrable securities, we will
promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. We have agreed to pay all expenses incident to
the exchange offer and to our performance of, or compliance with, the
registration rights agreement, other than commissions or concessions of any
brokers or dealers, and will indemnify the holders of the notes, including any
broker-dealers, against certain liabilities, including liabilities under the
Securities Act.
-65-
LEGAL MATTERS
The validity of the exchange notes offered by this prospectus will be passed
upon for us by Sonnenschein Nath & Rosenthal, New York, New York. Robert L.
Winikoff, one of our directors, is a partner of Sonnenschein Nath & Rosenthal.
EXPERTS
The consolidated financial statements of Young Broadcasting Inc. and
subsidiaries appearing in the Annual Report on Form 10-K of Young Broadcasting
for the years ended December 31, 1999 and 2000, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated in this prospectus by reference. Such consolidated
financial statements are incorporated in this prospectus by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by reference
the information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus and
information we file later with the SEC will automatically update and supersede
this information. We incorporate by reference the documents listed below and
any future filings made by us with the SEC under Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934 until the sale of all of the
securities that are part of this offering. The documents we are incorporating
by reference are as follows:
. our Annual Report on Form 10-K for the year ended December 31, 2000;
. the definitive proxy statement relating to our 2001 annual meeting of
stockholders dated April 10, 2001; and
. the description of our Class A common stock contained in our
registration statement on Form 8-A, including any amendments or reports
filed for the purpose of updating that description.
Any statement contained in a document that is incorporated by reference will
be modified or superseded for all purposes to the extent that a statement
contained in this prospectus (or in any other document that is subsequently
filed with the SEC and incorporated by reference) modifies or is contrary to
that previous statement. Any statement so modified or superseded will not be
deemed a part of this prospectus except as so modified or superceded.
You may request a copy of these filings at no cost by writing or telephoning
our investor relations department at the following address and number:
Young Broadcasting Inc.
599 Lexington Avenue
New York, New York 10022
(212) 754-7070
AVAILABLE INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement on Form S-4, including all amendments, exhibits, schedules and
supplements, to register the exchange notes. Although this prospectus, which
forms a part of the registration statement, contain all material information
included in the registration statement, parts of the registration statement have
been omitted as permitted by the rules of the Commission. For further
information about us and the exchange notes offered in this prospectus, you
should refer to the registration statement and its exhibits. You may read and
copy any document we file with the Commission at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices at 7 World Trade Center,
Suite 1300, New York, New York 10048 and at
-66-
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may be obtained from the Public Reference Section of the Commission at
450 Fifth Street, NW, Washington, D.C. 20549, at prescribed rates. You can also
review such material by accessing the Commission's Internet web site at
http://www.sec.gov. This site contains reports, proxy and information statements
and other information regarding issuers that file electronically with the
Commission.
We are currently subject to the periodic reporting and other informational
requirements of the Securities Exchange Act. So long as we are subject to these
periodic reporting requirements, we will continue to furnish the information
required thereby to the Commission. We are required to file periodic reports
with the Commission pursuant to the Securities Exchange Act during our current
fiscal year and thereafter so long as the exchange notes are held by at least
300 registered holders. We do not anticipate that, for periods following
December 31, 2001, the exchange notes will be held of record by more than 300
registered holders. Therefore, we do not expect to be required to comply with
the periodic reporting requirements imposed under the Securities Exchange Act
after that date. However, we have agreed that, whether or not we are required
to do so by the rules and regulations of the Commission, for so long as any of
the notes remain outstanding, we will furnish to the holders of the notes and
file with the Commission, unless the Commission will not accept such a filing:
. all quarterly and annual financial information that would be required to
be contained in such a filing with the Commission on Forms 10-Q and 10-K
if we were required to file such forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" and, regarding a discussion of the annual information only,
a report thereon by our certified independent public accountants; and
. all reports that would be required to be filed with the Commission on
Form 8-K if we were required to file such reports.
In addition, for so long as any of the notes remain outstanding, we have
agreed to make available to any prospective purchaser of the notes or beneficial
owner of the notes in connection with any sale thereof, the information required
by Rule 144A(d)(4) under the Securities Act.
-67-
YOUNG BROADCASTING INC.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 also empowers a corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless, and
only to the extent that, the Court of Chancery or the court in which such action
was brought shall determine that despite the adjudication of liability such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
Section 145 further provides that to the extent that a director or officer of
a corporation has been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation is empowered to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.
Section 10 of Young's Restated Certificate of Incorporation provides as
follows:
The Corporation shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have
power to indemnify under such section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled
under any by-laws, agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such a person.
Article V, Section 5 of Young's Second Amended and Restated By-Laws provides
as follows:
The Corporation shall indemnify to the full extent authorized by law any
person made or threatened to be made a party to an action, suit or
proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that he, his testator or intestate is or was a director,
officer, employee or agent of the Corporation or is or was serving, at the
request of the Corporation, as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise.
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits
Exhibit
Number Exhibit Description
------- ------------------
2.1 Asset Purchase Agreement, dated as of November 15, 1999, between
The Chronicle Publishing Company and Young Broadcasting Inc. (1)
3.1 Restated Certificate of Incorporation of the Company and all
amendments thereto (2)
3.2 Second Amended and Restated By-laws of the Company (3)
3.3 Certificate of Incorporation of Young Broadcasting of Lansing,
Inc. (3)
3.4 By-laws of Young Broadcasting of Lansing, Inc. (3)
3.5 Certificate of Incorporation of Young Broadcasting of Albany,
Inc. (3)
3.6 By-laws of Young Broadcasting of Albany, Inc. (3)
3.7 Certificate of Incorporation of Winnebago Television Corporation
(3)
3.8 By-laws of Winnebago Television Corporation (3)
3.9 Certificate of Incorporation of Young Broadcasting of Nashville,
Inc. (3)
3.10 By-laws of Young Broadcasting of Nashville, Inc. (3)
3.11 Certificate of Incorporation of Young Broadcasting of Louisiana,
Inc. (3)
3.12 By-laws of Young Broadcasting of Louisiana, Inc. (3)
3.13 Certificate of Incorporation of Young Broadcasting of Knoxville,
Inc. (3)
3.14 By-laws of Young Broadcasting of Knoxville, Inc. (3)
3.15 Certificate of Incorporation of Young Broadcasting of Green Bay,
Inc. (3)
3.16 By-laws of Young Broadcasting of Green Bay, Inc. (3)
3.17 Certificate of Incorporation of Young Broadcasting of Richmond,
Inc. (3)
3.18 By-laws of Young Broadcasting of Richmond, Inc. (3)
3.19 General Partnership Agreement of WKRN, G.P.
3.20 Certificate of Limited Partnership of KLFY, L.P. (3)
3.21 Agreement of Limited Partnership of KLFY, L.P. (3)
3.22 General Partnership Agreement of WATE, G.P.
3.23 Certificate of Incorporation of YBK, Inc. (3)
3.24 By-laws of YBK, Inc. (3)
3.25 Certificate of Incorporation of Honey Bucket Films, Inc.
3.26 By-laws of Honey Bucket Films, Inc.
3.27 Certificate of Incorporation of LAT, Inc. (3)
3.28 By-laws of LAT, Inc. (3)
3.29 Certificate of Incorporation of YBT, Inc. (3)
3.30 By-laws of YBT, Inc. (3)
3.31 Certificate of Incorporation of Young Broadcasting of Davenport,
Inc. (4)
3.32 By-laws of Young Broadcasting of Davenport, Inc. (4)
3.33 Certificate of Incorporation of Young Broadcasting of Sioux
Falls, Inc. (5)
3.34 By-laws of Young Broadcasting of Sioux Falls, Inc. (5)
3.35 Certificate of Incorporation of Young Broadcasting of Rapid
City, Inc. (5)
3.36 By-laws of Young Broadcasting of Rapid City, Inc. (5)
3.37 Certificate of Incorporation of Young Broadcasting of Los
Angeles, Inc. (5)
3.38 By-laws of Young Broadcasting of Los Angeles, Inc. (5)
3.39 Certificate of Incorporation of Fidelity Television, Inc. (5)
3.40 By-laws of Fidelity Television, Inc. (5)
3.41 Certificate of Incorporation of Young Broadcasting of San
Francisco, Inc.
3.42 By-laws of Young Broadcasting of San Francisco, Inc.
3.43 Certificate of Incorporation of Adam Young Inc.
3.44 By-laws of Adam Young Inc.
II-2
Exhibit
Number Exhibit Description
------- ------------------
5.1 Opinion of Sonnenschein Nath & Rosenthal regarding the validity
of the Series B Notes, including consent*
8.1 Opinion of Sonnenschein Nath & Rosenthal regarding certain
federal income tax matters, including consent*
9.1(a) Voting Trust Agreement, dated July 1, 1991, between Adam Young,
and Vincent Young and Richard Young as trustees (3)
9.1(b) Amendment No. 1, dated as of July 22, 1994, to Voting Trust
Agreement (3)
9.1(c) Amendment No. 2, dated as of April 12, 1995, to Voting Trust
Agreement (4)
9.1(d) Amendment No. 3, dated as of July 5, 1995, to Voting Trust
Agreement (4)
9.1(e) Amendment No. 4, dated as of September 11, 1996, to Voting Trust
Agreement (7)
9.1(f) Amendment No. 5, dated as of January 21, 1997, to Voting Trust
Agreement (7)
9.1(g) Amendment No. 6 dated as of May 20, 1997, to Voting Trust
Agreement (2)
9.2 Voting Trust Agreement, dated October 1, 1996, between Adam
Young, and Vincent Young as trustee (7)
10.1 Employment Agreement, dated as of August 1, 1998, between the
Company and Vincent Young (2)
10.2 Employment Agreement, dated as of August 1, 1998, between the
Company and Ronald J. Kwasnick (2)
10.3 Employment Agreement, dated as of August 1, 1998, between the
Company and James A. Morgan (2)
10.4 Employment Agreement, dated as of August 1, 1998, between the
Company and Deborah A. McDermott (2)
10.5 Affiliation Agreements, each dated October 10, 1994, between
Young Broadcasting of Albany, Inc. and ABC (for WTEN and WCDC)
(3)
10.6 Affiliation Agreement, dated October 10, 1994, between WKRN,
L.P. and ABC (3)
10.7 Affiliation Agreement, dated September 19, 1994, between KLFY,
L.P. and CBS (3)
10.8 Affiliation Agreements, dated September 21, 1995, between
Winnebago Television Corporation and ABC (4)
10.9 Affiliation Agreement, dated September 19, 1994, between Young
Broadcasting of Lansing, Inc. and CBS (3)
10.10 Affiliation Agreement, dated October 10, 1994, between Young
Broadcasting of Richmond, Inc. and ABC (3)
10.11 Affiliation Agreement, dated October 10, 1994, between WATE,
L.P. and ABC (3)
10.12 Affiliation Agreement, dated October 10, 1994, between Young
Broadcasting of Green Bay, Inc. and ABC (3)
10.13 Affiliation Agreement, dated February 3, 1995, between Broad
Street Television, L.P. and NBC (2)
10.14 Affiliation Agreement, dated April 3, 1996, between Young
Broadcasting of Sioux Falls, Inc. and CBS (KELO); Affiliation
Agreements (satellite), each dated April 3, 1996, between Young
Broadcasting of Sioux Falls, Inc. and CBS (KPLO and KDLO); and
Affiliation Agreement, dated April 3, 1996, between Young
Broadcasting of Rapid City, Inc. and CBS (KCLO) (8)
10.15 Affiliation Agreement, dated December 6, 1994, between NBC and
The Chronicle Publishing Company (2)
10.16(a) Lease, dated March 29, 1990, between Lexreal Associates, as
Landlord, and the Company (3)
10.16(b) First Amendment to Lease, dated January 14, 1997 (7)
10.16(c) Second Amendment to Lease, dated May 25, 1999 (2)
10.16(d) Third Amendment to Lease, dated January 14, 2000 (2)
10.16(e) Partial Lease Surrender and Termination Agreement and Fourth
Amendment of Lease, dated July 26, 2000 (2)
10.17 Credit Agreement, dated as of June 26, 2000, among the Company,
the Banks listed on the signature pages thereof, Bankers Trust
Company (as Administrative Agent) and First Union National Bank
and CIBC World Markets Corp. (as Syndication Agents) (2)
II-3
Exhibit
Number Exhibit Description
------- ------------------
10.18 Second Amended and Restated Credit Agreement, dated as of June
26, 2000, among the Company, the Banks listed on the signature
pages thereof, Bankers Trust Company (as Administrative Agent
and Issuing Bank) and First Union National Bank and CIBC World
Markets Corp. (as Syndication Agents) (2)
10.19 Amended and Restated Young Broadcasting Inc. 1995 Stock Option
Plan (2)
10.20 Indenture, dated January 1, 1996, among the Company, the
Subsidiary Guarantors and State Street Bank and Trust Company,
as Trustee, relating to the January 1996 Notes (7)
10.21 Indenture, dated June 15, 1997, among the Company, the
Subsidiary Guarantors and First Union National Bank, as Trustee,
relating to the June 1997 Notes (6)
10.22 Indenture, dated March 1, 2001, among the Company, the
Subsidiary Guarantors and First Union National Bank, as Trustee,
relating to the March 2001 Notes (2)
10.23 ISDA Master Agreement, dated June 6, 2000, between Canadian
Imperial Bank of Commerce and the Company relating to the June
6, 2000 interest rate swap agreement (2)
10.24 Confirmation dated June 9, 2000, between Deutsche Bank AG and
the Company relating to the June 6, 2000 interest rate swap
agreement (2)
10.25 Confirmation dated July 3, 2000, between Deutsche Bank AG and
the Company relating to the July 3, 2000 interest rate swap
agreement (2)
11.1 Statement re computation of per share earnings (2)
12.1 Statements of earnings to fixed charges
21.1 Subsidiaries of the Company (2)
23.1 Consent of Ernst & Young LLP
23.2 Consent of Sonnenschein Nath & Rosenthal (included in Exhibits
5.1 and 8.1)*
24.1 Powers of Attorney (included as part of signature pages)
25.1 Statement of Eligibility on Form T-1 of Trustee
99.1 Form of Letter of Transmittal with respect to the exchange offer
99.2 Form of Notice of Guaranteed Delivery
99.3 Form of Instructions to Registered Holder and/or Book-Entry
Transfer Facility Participant From Beneficial Owner
____________
* To be filed by amendment to this Registration Statement.
(1) Filed as an Exhibit to the Company's Registration Statement on Form S-4,
Registration No. 333-31156, under the Securities Act of 1933 and
incorporated herein by reference.
(2) Filed as an Exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 and incorporated herein by reference.
(3) Filed as an Exhibit to the Company's Registration Statement on Form S-1,
Registration No. 33-83336, under the Securities Act of 1933 and incorporated
herein by reference.
(4) Filed as an Exhibit to the Company's Registration Statement on Form S-4,
Registration No. 33-94192, under the Securities Act of 1933 and incorporated
herein by reference.
(5) Filed as an Exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 and incorporated herein by reference.
(6) Filed as an Exhibit to the Company's Registration Statement on Form S-4,
Registration No. 333-31429, under the Securities Act of 1933 and
incorporated herein by reference.
(7) Filed as an Exhibit to the Company's Annual Report Form 10-K for the fiscal
year ended December 31, 1996 under the Securities Exchange Act of 1934 and
incorporated herein by reference.
(8) Filed as an Exhibit to the Company's Registration Statement on Form S-3,
Registration No. 333-06241, under the Securities Act of 1933 and
incorporated herein by reference.
(9) Filed as an Exhibit to the Company's Registration Statement on Form S-4,
Registration No. 333-2466, under the Securities Act of 1933 and incorporated
herein by reference.
Item 22. Undertakings
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post- effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
II-4
to reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the Registration Statement through the date
of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in the
Registration Statement when it became effective.
The undersigned Registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
Registrant undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
The Registrant undertakes that every prospectus (i) that is filed pursuant to
the immediately preceding paragraph, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the Registration Statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-5
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
Young Broadcasting Inc.
By: /s/ Vincent J. Young
---------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director April 30, 2001
- -------------------------------------- (principal executive officer)
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- --------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President, Chief April 30, 2001
- -------------------------------------- Financial Officer (principal
James A. Morgan financial officer and principal
accounting officer) and Director
/s/ Ronald J. Kwasnick President and Director April 30, 2001
- --------------------------------------
Ronald J. Kwasnick
/s/ Bernard F. Curry Director April 30, 2001
- --------------------------------------
Bernard F. Curry
II-7
SIGNATURES TITLE DATE
/s/ Alfred J. Hickey, Jr. Director April 30, 2001
- --------------------------------------
Alfred J. Hickey, Jr.
/s/ Leif Lomo Director April 30, 2001
- --------------------------------------
Leif Lomo
/s/ Robert L. Winikoff Director April 30, 2001
- --------------------------------------
Robert L. Winikoff
/s/ David C. Lee Director April 30, 2001
- --------------------------------------
David C. Lee
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
Young Broadcasting of Lansing, Inc.
By: /s/ Vincent J. Young
-----------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director April 30, 2001
- -------------------------------------- (principal executive officer)
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- --------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- -------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
Young Broadcasting of Albany, Inc.
By: /s/ Vincent J. Young
----------------------------
Vincent J. Young, Chairman
pursuant to the requirements of the securities act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
POWER OF ATTORNEY
know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal April 30, 2001
- -------------------------------------------- executive officer)
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- --------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- -------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
Winnebago Television Corporation
By: /s/ Vincent J. Young
------------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal April 30, 2001
- -------------------------------------------- executive officer)
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- --------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- -------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
Young Broadcasting of Nashville, Inc.
By: /s/ Vincent J. Young
------------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal April 30, 2001
- -------------------------------------------- executive officer)
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- --------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- -------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
Young Broadcasting of Louisiana, Inc.
By: /s/ Vincent J. Young
--------------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal April 30, 2001
- -------------------------------------------- executive officer)
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- --------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- -------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
Young Broadcasting of Knoxville, Inc.
By: /s/ Vincent J. Young
---------------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal April 30, 2001
- -------------------------------------------- executive officer)
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- --------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- -------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
Young Broadcasting of Green Bay, Inc.
By: /s/ Vincent J. Young
---------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal April 30, 2001
- -------------------------------------------- executive officer)
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- --------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- -------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
Young Broadcasting of Richmond, Inc.
By: /s/ Vincent J. Young
--------------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the securities act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal April 30, 2001
- -------------------------------------------- executive officer)
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- --------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- -------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
WKRN, G.P.
By: Young Broadcasting of Nashville, Inc.,
its managing partner
By: /s/ Vincent J. Young
-----------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal April 30, 2001
- -------------------------------------------- executive officer)
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- --------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- -------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
KLFY, L.P.
By: Young Broadcasting of Louisiana, Inc.,
its general partner
By: /s/ Vincent J. Young
----------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal April 30, 2001
- -------------------------------------------- executive officer)
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- --------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- -------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
WATE, G.P.
By: Young Broadcasting of Knoxville, Inc.,
its managing partner
By: /s/ Vincent J. Young
----------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal April 30, 2001
- -------------------------------------------- executive officer)
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- --------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- -------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
YBK, Inc.
By: /s/ Vincent J. Young
------------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal April 30, 2001
- -------------------------------------------- executive officer)
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- --------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- -------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
Honey Bucket Films, Inc.
By: /s/ Vincent J. Young
----------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal
- ---------------------------------------------- executive officer) April 30, 2001
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- ----------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- ---------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
LAT, Inc.
By: /s/ Vincent J. Young
-------------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal
- ---------------------------------------------- executive officer) April 30, 2001
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- ----------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- ---------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
YBT, Inc.
By: /s/ Vincent J. Young
---------------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal
- ---------------------------------------------- executive officer) April 30, 2001
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- ----------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- ---------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
Young Broadcasting of Davenport, Inc.
By: /s/ Vincent J. Young
--------------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal
- ---------------------------------------------- executive officer) April 30, 2001
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- ----------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- ---------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
Young Broadcasting of Sioux Falls, Inc.
By: /s/ Vincent J. Young
------------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal
- ---------------------------------------------- executive officer) April 30, 2001
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- ----------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- ---------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
Young Broadcasting of Rapid City, Inc.
By: /s/ Vincent J. Young
------------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal
- ---------------------------------------------- executive officer) April 30, 2001
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- ----------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- ---------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
Young Broadcasting of Los Angeles, Inc.
By: /s/ Vincent J. Young
----------------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal
- ---------------------------------------------- executive officer) April 30, 2001
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- ----------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- ---------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
Fidelity Television, Inc.
By: /s/ Vincent J. Young
-----------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal
- ---------------------------------------------- executive officer) April 30, 2001
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- ----------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- ---------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
Young Broadcasting of San Francisco, Inc.
By: /s/ Vincent J. Young
--------------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal
- ---------------------------------------------- executive officer) April 30, 2001
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- ----------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- ---------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-29
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, State of New
York, on April 30, 2001.
Adam Young Inc.
By: /s/ Vincent J. Young
-------------------------------
Vincent J. Young, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
Know all persons by these presents that each person whose signature appears
below constitutes and appoints Vincent J. Young, James A. Morgan and Stephen J.
Baker as such person's true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
SIGNATURES TITLE DATE
/s/ Vincent J. Young Chairman and Director (principal
- ---------------------------------------------- executive officer) April 30, 2001
Vincent J. Young
/s/ Adam Young Treasurer and Director April 30, 2001
- ----------------------------------------------
Adam Young
/s/ James A. Morgan Executive Vice President April 30, 2001
- ---------------------------------------------- (principal financial officer and
James A. Morgan principal accounting officer)
II-30