SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest Commission File Number 0-26076
event reported) September 16, 1997
SINCLAIR BROADCAST GROUP, INC.
(Exact name of registrant)
Maryland 52-1494660
(State of organization) (I.R.S. Employer Identification Number)
2000 West 41st Street
Baltimore, Maryland 21211
(Address of principal executive offices and zip code)
(410) 467-5005
(Registrant's telephone Number)
ITEM 5. OTHER EVENTS
On September 16, 1997, the Securities and Exchange Commission (the
"Commission") declared effective a Registration Statement (File No. 333-12257)
on Form S-3 (the "Registration Statement") filed by Sinclair Broadcast Group,
Inc. (the "Company") relating to the public offering, pursuant to Rule 415 under
the Securities Act of 1933, as amended, of up to an aggregate of $1,000,000,000
in securities of the Company. (The Registration Statement and prospectus
contained therein are collectively referred to as the "Prospectus.")
On September 19, 1997, the Company filed with the Commission (i) a
supplement dated September 17, 1997 to the Prospectus relating to the issuance
and sale of 5,300,000 shares of Class A Common Stock of the Company (the "Common
Stock Supplement") and (ii) a supplement dated September 17, 1997 to the
Prospectus relating to the issuance and sale of 3,000,000 shares of $3.00 Series
D Convertible Exchangeable Preferred Stock of the Company (the "Preferred Stock
Supplement"). In connection with the filing of the Common Stock Supplement and
the Preferred Stock Supplement with the Commission, the Company is filing
certain exhibits as part of this Form 8-K. See "Item 7. Financial Statements and
Exhibits."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed with this report on Form 8-K:
1.1 Underwriting Agreement dated as of September 17, 1997 by and
among the Company, the several Selling Stockholders named therein
and the several Underwriters named therein
1.2 Underwriting Agreement dated as of September 17, 1997 by and
among the Company and the several Underwriters named therein
4.1 Articles Supplementary to the Amended and Restated Articles of
Incorporation of the Company governing the $3.00 Series D
Convertible Exchangeable Preferred Stock, including the form of
the First Supplemental Indenture relating to the 6% Convertible
Subordinated Exchange Debentures due September 15, 2012
4.2 Specimen certificate representing the $3.00 Series D Convertible
Exchangeable Preferred Stock
5.1 Opinion of Wilmer, Cutler & Pickering
5.2 Opinion of Thomas & Libowitz, P.A.
23.1 Consent of Wilmer, Cutler & Pickering (included as part of
Exhibit 5.1)
23.2 Consent of Thomas & Libowitz, P.A. (included as part of Exhibit
5.2)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SINCLAIR BROADCAST GROUP, INC.
By: /s/ David B. Amy
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Name: David B. Amy
Title: Chief Financial Officer
Dated: September 22, 1997
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
1.1 Underwriting Agreement dated as of September 17, 1997 by and among the
Company, the several Selling Stockholders named therein and the
several Underwriters named therein
1.2 Underwriting Agreement dated as of September 17, 1997 by and among the
Company and the several Underwriters named therein
4.1 Articles Supplementary to the Amended and Restated Articles of
Incorporation of the Company governing the $3.00 Series D Convertible
Exchangeable Preferred Stock, including the form of the First
Supplemental Indenture relating to the 6% Convertible Subordinated
Exchange Debentures due September 15, 2012
4.2 Specimen certificate representing $3.00 Series D Convertible
Exchangeable Preferred Stock
5.1 Opinion of Wilmer, Cutler & Pickering
5.2 Opinion of Thomas & Libowitz, P.A.
23.1 Consent of Wilmer, Cutler & Pickering (included as part of Exhibit
5.1)
23.2 Consent of Thomas & Libowitz, P.A. (included as part of Exhibit 5.2)