SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT FOR 1939, AS AMENDED,
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a trustee pursuant to
Section 305(b) (2) _____
FIRST UNION NATIONAL BANK
(Exact name of Trustee as specified in its charter)
230 SOUTH TRYON STREET, 9TH FL.
CHARLOTTE, NC 28288-1179 56-0900030
(Address of principal (Zip Code) (I.R.S. Employer
executive office) Identification No.)
Patricia A. Welling, (804) 788-9663
901 E. Cary Street, Richmond, Virginia 23219
SINCLAIR BROADCAST GROUP, INC.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of 52-1494660
incorporation or organization) (I.R.S.Employer Identification No.)
2000 West 41st Street
Baltimore, MD 21211
(Address of principal executive offices) (Zip Code)
9% SENIOR SUBORDINATED NOTES DUE 2007
(Title of the indenture securities)
1. GENERAL INFORMATION.
(a) The following are the names and addresses of each examining or
supervising authority to which the Trustee is subject:
The Comptroller of the Currency, Washington, D.C.
Federal Reserve Bank of Richmond, Richmond, Virginia.
Federal Deposit Insurance Corporation, Washington, D.C.
Securities and Exchange Commission, Division of Market Regulation,
Washington, D.C.
(b) The Trustee is authorized to exercise corporate trust powers.
2. Affiliations with obligor.
The obligor is not an affiliate of the Trustee.
3. Voting Securities of the Trustee.
Not applicable.
(See answer to Item 13)
4. Trusteeships under other indentures.
Not applicable.
(See answer to Item 13)
5. Interlocking directorates and similar relationships with the obligor or
underwriters.
Not applicable.
(See answer to Item 13)
6. Voting securities of the Trustee owned by the obligor or its officials.
Not applicable.
(See answer to Item 13)
7. Voting securities of the Trustee owned by underwriters or their officials.
Not applicable.
(See answer to Item 13)
8. Securities of the obligor owned or held by the Trustee.
Not applicable.
(See answer to Item 13)
9. Securities of underwriters owned or held by the Trustee.
Not applicable.
(See answer to Item 13)
10. Ownership or holdings by the Trustee of voting securities of certain
affiliates or security holders of the obligor.
Not applicable.
(See answer to Item 13)
11. Ownership of holders by the Trustee of any securities of a person owning 50
percent or more of the voting securities of the obligor.
Not applicable.
(See answer to Item 13)
12. Indebtedness of the obligor to the Trustee.
Not applicable.
(See answer to Item 13)
13. Defaults by the obligor.
A. None
B. None
14. Affiliations with the underwriters.
Not applicable.
(See answer to Item 13)
15. Foreign trustee.
Trustee is a national banking association organized under the laws of
the United States.
16. List of Exhibits.
(1) Articles of Incorporation. (Incorporated by reference from Exhibit 25
to Registration 333-25575, filed June 5, 1997.)
(2) Certificate of Authority of the Trustee to conduct business.
(Incorporated by reference from Exhibit 25 to Registration 333-25575,
filed June 5, 1997.)
(3) Certificate of Authority of the Trustee to exercise corporate trust
powers. (Incorporated by reference from Exhibit 25 to Registration
333-25575, filed June 5, 1997)
(4) By-Laws. (Incorporated by reference from Exhibit 25 to Registration
333-25575, filed June 5, 1997.)
(5) Inapplicable.
(6) Consent by the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939. Included at Page 6 of this Form T-1 Statement.
(7) Report of condition of Trustee.
(8) Inapplicable.
(9) Inapplicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, FIRST UNION NATIONAL BANK, a national association
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Richmond, and Commonwealth of Virginia on the 18th day of August, 1997.
FIRST UNION NATIONAL BANK
(Trustee)
BY: /s/ Patricia A. Welling
-------------------------------------
Patricia A. Welling, Vice President
EXHIBIT T-1 (6)
CONSENTS OF TRUSTEE
Undersection 321(b) of the Trust Indenture Act of 1939 and in
connection with the proposed issuance by Sinclair Broadcast Group, Inc. of its
9% Senior Subordinated Notes due 2007, First Union National Bank , as the
Trustee herein named, hereby consents that reports of examinations of said
Trustee by Federal, State, Territorial or District authorities may be furnished
by such authorities to the Securities and Exchange Commission upon requests
therefor.
FIRST UNION NATIONAL BANK
BY: /s/ John M. Turner
-------------------------------------
John M.Turner, Vice President
and Managing Director
Dated: August 18, 1997
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Legal Title of Bank: FIRST UNION NATIONAL BANK Call Date: 6/30/97 ST-BK: 37-0351 FFIEC 031
Address: TWO FIRST UNION CENTER Page RC-1
City, State Zip: CHARLOTTE, NC 28288-0201
FDIC Certificate No.: /0/4/8/8/5/
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1997
SCHEDULE RC--BALANCE SHEET
Dollar Amounts in Thousands RCFD Bil Mil Thou
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ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1) ........................... 0081 4,473,562 1.a.
b. Interest-bearing balances (2) ................................................... 0071 159,113 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) ...................... 1754 1,303,183 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) .................... 1773 7,934,740 2.b.
3. Federal funds sold and securities purchased under agreements to resell ............. 1350 2,305,347 3.
4. Loans and lease financing receivables:
--------------------
a. Loans and leases, net of unearned income (from Schedule RC-C) 59,060,409 4.a.
b. LESS: Allowance for loan and lease losses ................... 875,011 5.
c. LESS: Allocated transfer risk reserve ....................... 0 6.
--------------------
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c) .............................. 2125 58,185,398 4.d.
5. Trading assets (from Schedule RC-D) ................................................. 3545 2,298,398 5.
6. Premises and fixed assets (including capitalized leases) ............................ 2145 1,622,300 6.
7. Other real estate owned (from Schedule RC-M) ........................................ 2150 48,538 7.
8. Investments in unconsolidated subsidiaries and associated companies(from Schedule RC-M) 2130 74,680 8.
9. Customers' liability to this bank on acceptances outstanding ........................ 2155 643,693 9.
10. Intangible assets (from Schedule RC-M)............................................... 2143 1,469,446 10.
11. Other assets (from Schedule RC-F) ................................................... 2160 3,381,292 11.
12. Total Assets (sum of items 1 through 11) ............................................ 2170 83,899,690 12.
---- ----------
- ------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
Legal Title of Bank: FIRST UNION NATIONAL BANK Call Date: 6/30/97 ST-BK:
Address: TWO FIRST UNION CENTER 37-0351 FFIEC 031
City, State Zip: CHARLOTTE, NC 28288-0201 Page RC-2
FDIC Certificate No.: /0/4/8/8/5/
SCHEDULE RC--CONTINUED
Dollar Amounts in Thousands Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)
part I) ................................................................................
------------------------- RCON 2200 50,765,146 13.a.
(1) Noninterest-bearing (1) .................................. RCON 6631 12,216,938 13.a.(1)
(2) Interest-bearing ......................................... RCON 6636 38,548,208 13.a.(2)
-------------------------
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E
part II) ......................................................
------------------------- RCFN 2200 7,831,207 13.b.
(1) Noninterest-bearing ...................................... RCFN 6631 0
(2) Interest-bearing ......................................... RCFN 6636 7,831,207 13.b.(1)
-------------------------
14. Federal funds purchased and securities sold under agreements to repurchase ................ RCFD 2800 10,011,148 14.
15. a. Demand notes issued to the U.S. Treasury ............................................... RCON 2840 211,051 15.a.
b. Trading liabilities (from Scheudle RC-D) ............................................... RCFD 3548 2,297,315 15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
a. With a remaining maturity of one year or less .......................................... RCFD 2332 2,202,979 16.a.
b. With a remaining maturity of more than one year through three years..................... RCFD A547 524,062 16.b
c. With a remaining maturity of more than three years. .................................... RCFD A548 22,062 16.c.
17. Not applicable
18. Bank's liability on acceptances executed and outstanding .................................. RCFD 2920 643,693 18.
19. Subordinated notes and debentures (2) ..................................................... RCFD 3200 1,899,753 19.
20. Other liabilities (from Schedule RC-G) .................................................... RCFD 2930 1,475,586 20.
21. Total liabilities (sum of items 13 through 20) ............................................ RCFD 2948 77,884,002 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus ............................................. RCFD 3838 0 23.
24. Common stock .............................................................................. RCFD 3230 82,795 24.
25. Surplus (exclude all surplus related to preferred stock) .................................. RCFD 3839 3,709,471 25.
26. a. Undivided profits and capital reserves ................................................. RCFD 3632 2,191,564 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities ................. RCFD 8434 31,858 26.b
27. Cumulative foreign currency translation adjustments ....................................... RCFD 3284 0 27.
28. Total equity capital (sum of items 23 through 27) ......................................... RCFD 3210 6,015,688 28.
29. Total liabilities and equity capital (sum of items 21 and 28) ............................. RCFD 3300 83,899,690 29.
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Memorandum
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
I. Indicated in the box at the right the number of the statement below that best describes the
most comprehensive level of auditing work performed for the bank by independent external Number
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auditors as of any date during 1996 ....................................................... RCFD 6724 N/A M.1.
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1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with genrally accepted auditing standards by a certified external auditors (may be required by state chatering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
stamdards by certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
3 = Directors' examination of the bank conducted in 7 = Other audit procedures (excluding tax preparation work)
accordance with genrally accepted auditing standards 8 = No external audit work
state chartering authority)
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
I, Gary R. Sessions, Vice President of the above-named bank do hereby declare
that these Reports of Condition and Income (including the supporting scehdules)
have been prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and are true to the best of my
knowldege and belief.
Gary R. Sessions
We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) and declare that it has
been examined by us and to the best of our knowledge and belief has been
prepared in conformance with the instructions issued by the appropriate Federal
regulatory authority and is true and correct.
Edward E. Crutchfield
John Georgius
Marion Crowell