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) April 7, 1998
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 "Company 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 (the "Securities Act"), of up
to an aggregate of $1,000,000,000 in securities of the Company. On April 7,
1998, the Company filed a Registration Statement (File No. 333-49543, on Form
S-3, (the "462(b) Registration Statement") which was immediately declared
effective pursuant to Rule 462(b) under the Securities Act increasing the amount
of securities registered under the Company Registration Statement to
$1,071,202,500. (The Company Registration Statement, the 462(b) Registration
Statement and prospectus contained therein are collectively referred to as the
"Company Prospectus.")
On November 7, 1996, the Commission declared effective a Registration
Statement (File No. 333-12255) on form S-3 (the "Stockholder Registration
Statement") filed by the Company relating to the public offering, pursuant to
Rule 415 under the Securities Act, of up to an aggregate of 5,564,253 shares of
Class A Common Stock of the Company. (The Stockholder Registration Statement and
prospectus contained therein are collectively referred to as the "Stockholder
Prospectus.")
On April 9, 1998, the Company filed with the Commission supplements
dated April 9, 1998 to the Company Prospectus and the Stockholder Prospectus
relating to the issuance and sale of 8,030,187 shares of Class A Common Stock of
the Company (the "Common Stock Supplements"). In connection with the filing of
the Common Stock Supplements 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 April 7, 1998 by and among
the Company, the several Selling Stockholders named therein and
the several Underwriters named therein
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: April 9, 1998
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
1.1 Underwriting Agreement dated as of April 7, 1998 by and among the
Company, the several Selling Stockholders named therein and the
several Underwriters named therein
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)