SINCLAIR BROADCAST GROUP, INC.
ARTICLES OF AMENDMENT AND RESTATEMENT
THIS IS TO CERTIFY THAT:
FIRST: Sinclair Broadcast Group, Inc., a Maryland corporation (the
"Corporation"), desires to amend and restate its Charter as currently in effect
and as hereinafter amended.
SECOND: The following provisions are all of the provisions of the Charter
currently in effect and as hereinafter amended:
FIRST: Name. The name of the Corporation is:
SINCLAIR BROADCAST GROUP, INC.
SECOND: Purpose. The purpose for which the Corporation is formed and
the business or object to be carried on and promoted by it are as follows:
(a) to own, operate, acquire, sell, and transfer television
stations and television programming;
(b) to do anything permitted by Section 2-103 of the Corporations
and Associations Article of the Annotated Code of Maryland, as amended from
time to time; and
(c) to engage in any other lawful purpose and business.
THIRD: Capital Structure. The total number of shares of all classes of
stock which the Corporation has authority to issue is six hundred and
ninety million (690,000,000) shares, having an aggregate par value of six
million nine hundred thousand dollars ($6,900,000.00), consisting of five
hundred million (500,000,000) shares of Class A Common Stock with a par
value of one cent ($.01) per share (the "Class A Common Stock"), one
hundred and forty million (140,000,000) shares of Class B Common Stock with
a par value of one cent ($.01) per share (the "Class B Common Stock"), and
fifty million (50,000,000) shares of Preferred Stock with a par value of
one cent ($.01) per share (the "Preferred Stock"). Class A Common Stock and
Class B Common Stock are hereinafter collectively referred to as "Common
Shares".
FOURTH: Voting Rights. (a) Holders of Class A Common Stock are
entitled to one (1) vote per share of such stock held and, except as
provided below, holders of Class B Common Stock are entitled to ten (10)
votes per share of such stock held with respect to matters properly
submitted for the vote of holders of Common Shares at any duly constituted
meeting of stockholders. The holders of Common Shares will vote together as
a single class on all matters properly presented to the stockholders for
their vote unless otherwise required by law. The holders of the Common
Shares are not entitled to cumulate votes in the election of any directors.
(b) Notwithstanding the foregoing, holders of Class B Common
Stock shall be entitled to one (1) vote per share with respect to: (i) any
proposed "Rule 13e-3 transaction," as that term is defined in Rule 13e-3
promulgated under the Securities Exchange Act of 1934, as amended, between
the Corporation and any person who held stock in the Corporation as of
January 1, 1995 (the "Controlling Stockholders"), any Affiliate (as such
term is defined below) of the Controlling Stockholders, or any group which
the Controlling Stockholders are an Affiliate or which the Controlling
Stockholders are a member; (ii) any disposition of all or substantially all
of the Corporation's assets; (iii) any sale or transfer or other
disposition of assets which would cause a fundamental change in the nature
of the Corporation's business; and (iv) a merger or a consolidation of the
Corporation subsequent to which the holders of the Common Shares will own
less than 50% of the common stock of the Corporation following such
transaction.
For the purpose of paragraph (b) above, an "Affiliate" is defined
as: (i) any individual or entity that, directly or indirectly, controls, is
controlled by, or is under the common control of the Controlling
Stockholders; (ii) any corporation or organization (other than the
Corporation or a majority owned subsidiary of the Corporation) of which any
of the Controlling Stockholders is an owner or partner or is, directly or
indirectly, the beneficial owner of ten percent (10%) or more of any class
of voting securities or in which any of the Controlling Stockholders has a
substantial beneficial interest; (iii) a voting trust or similar
arrangement pursuant to which any of the Controlling Stockholders serves as
a trustee or in a similar fiduciary capacity; or (v) any relative or spouse
of the Controlling Stockholders or any relative of such spouse provided
such spouse has the same residence as the Controlling Stockholder.
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FIFTH: Conversion of Class B Common Stock.
(a) In the event that the number of shares of the Corporation's Common
Shares held in the aggregate by Controlling Stockholders falls to below ten
percent (10%) of the total number of Common Shares outstanding, each share
of Class B Common Stock shall at that time be automatically converted to
one (1) fully paid and non-assessable share of Class A Common Stock.
(b) Upon the sale or other transfer by a holder of Class B Common
Stock to a person or entity other than a Permitted Transferee (as such term
is defined below), such shares of Class B Common Stock shall be
automatically converted into an equal number of shares of Class A Common
Stock. Promptly upon such sale or other transfer, the holder of Class B
Common Stock shall surrender the certificate or certificates therefor, duly
endorsed in blank or accompanied by proper instruments of transfer, at the
office of the Corporation or of any transfer agent for the Class A Common
Stock, and shall give written notice to the Corporation at such office: (i)
stating that the shares are being converted pursuant to this paragraph,
(ii) identifying the number of shares of Class B Common Stock being
converted, and (iii) setting out the name or names (with addresses) and
denominations in which the certificate or certificates for Class A Common
Stock shall be issued and shall include instructions for delivery thereof.
Delivery of such notice together with the certificates representing the
Class B Common Stock shall obligate the Corporation or its transfer agent
to issue and deliver at such stated address to such stated transferee a
certificate or certificates for the number of Class A Common Stock to which
such transferee is entitled, registered in the name of such transferee. In
the event of a sale or other transfer of less than all of the Class B
Common Stock evidenced by a certificate surrendered to the Corporation in
the accordance with the above procedures, the Corporation shall execute and
deliver to the transferor, without charge, a new certificate evidencing the
number of shares of Class B Common Stock not sold or otherwise transferred.
For the purpose of paragraph (b) above, a "Permitted Transferee"
is defined as:
(i) (A) any Controlling Stockholder; (B) the estate of a Controlling
Stockholder; (C) the spouse or former spouse of a Controlling Stockholder;
(D) any lineal descendent of a Controlling Stockholder, any spouse of such
lineal descendent, a Controlling Stockholder's grandparent, parent, brother
or sister or a Contolling Stockholder's spouse's brother or sister; (E) any
guardian or custodian
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(including a custodian for purposes of the Uniform Gift to Minors Act or
Uniform Transfers to Minors Act) for, or any conservator or other legal
representative of, one or more Permitted Transferees; or (F) any trust or
savings or retirement account, including an individual retirement account
for purposes of federal income tax laws, whether or not involving a trust,
principally for the benefit of one or more Permitted Transferees, including
any trust in respect of which a Permitted Transferee has any general or
special testamentary power of appointment or general or special
non-testamentary power of appointment which is limited to any other
Permitted Transferee;
(ii) the Corporation;
(iii) any employee benefit plan or trust thereunder sponsored by the
Corporation or any of its subsidiaries;
(iv) any trust principally for the benefit of one or more of the
individuals, persons, firms or entities ("Persons") referred to in (i)
through (iii) above;
(v) any corporation, partnership, or other entity if all of the beneficial
ownership is held by one or more of the Persons referred to in (i) through
(iv) above;
(vi) any voting trust for the benefit of one or more of the Persons
referred to in (i) through (iv) above; and
(vii) any broker or dealer in securities, clearing house, bank, trust
company, savings and loan association or other financial institution which
holds the Class B Common Stock for the benefit of a Controlling Stockholder
or Permitted Transferee thereof.
(c) Notwithstanding anything to the contrary set forth herein, any
holder of Class B Common Stock may pledge his shares of Class B Common
Stock to a pledgee pursuant to a bona fide pledge of such shares as
collateral security for indebtedness due to the pledgee without causing an
automatic conversion of such shares into Class A Common Stock, provided
that such shares may not be transferred to or registered in the name of the
pledgee unless such pledgee is a Permitted Transferee. In the event of
foreclosure or other similar action by a pledgee who is not a Permitted
Transferee, such pledged shares of Class B Common Stock shall be converted
automatically, without any act or deed on the part of the Corporation or
any other person, into shares of Class A Common Stock as provided above.
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(d) Each share of Class B Common Stock shall be convertible, at the
option of its holder, into one fully paid and non-assessable share of Class
A Common Stock at any time. In the event of such voluntary conversion, the
procedures set forth in paragraph (a) above shall be followed.
(e) Shares of Class B Common Stock that are converted into shares of
Class A Common Stock due to a sale, transfer, or voluntary conversion shall
continue to be authorized shares of Class B Common Stock and available for
reissue by the Corporation as determined by the Board of Directors.
(f) The Corporation hereby reserves and shall at all times reserve and
keep available, out of its authorized and unissued Class A Common Stock,
for the purpose of effecting the conversions provided for herein, a
sufficient number of shares of Class A Common stock to effect the
conversion of all Class B Common Stock. All of the Common Stock so issuable
shall, when issued, be duly and validly issued, fully paid and
non-assessable, and free from liens and charges with respect to the issue.
The Corporation will take such action as may be necessary to ensure that
all such Common Stock may be so issued without violation of any applicable
law or regulation, or of any requirements of any stock exchange or market
on which any of the Common Shares are listed or quoted.
(g) In any merger, consolidation, or business combination, the
consideration to be received per share by the holders of Class A Common
Stock and Class B Common Stock must be identical for each class of stock,
except that in any such transaction in which shares of common stock are to
be distributed, such shares may differ as to voting rights to the extent
that voting rights differ among Class A Common Stock and Class B Common
Stock as provided herein.
SIXTH: Preferred Stock.
The Board of Directors shall have authority to classify and reclassify
any of the unissued shares of Preferred Stock from time to time by setting
or changing in any one or more respects the liquidation or dividend
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms or conditions of
redemption of the Preferred Stock; provided, however, that the Board of
Directors shall not classify or reclassify any such shares into Common
Shares, or into any class or series of stock which has the same
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or lower liquidation priority as the Common Shares. Any and all shares
issued and for which full consideration has been paid or delivered shall be
deemed fully paid stock, and the holder thereof shall not be liable for any
further payment thereon. Notwithstanding anything in these Articles to the
contrary, as long as any of the Common Shares shall be listed and quoted on
the NASDAQ National Market System, no Preferred Stock may be issued
pursuant to the provisions of this Article SIXTH which would violate the
applicable Voting Rights Policy of the NASDAQ National Market System, as
the same may be amended from time to time.
SEVENTH: Other Stock Rights.
(a) Except as provided hereinabove, each of the Common Shares
issued and outstanding shall be identical in all respects, and no dividends
shall be paid on any of the Common Shares unless the same dividend is paid
on all of the Common Shares at the time of such payment. Except for and
subject to those special voting rights expressly granted herein to the
holders of the Class B Common Stock, the holders of the Common Shares shall
have exclusively all other rights of stockholders including, but not
limited to, (i) the right to receive dividends, when and as declared by the
Board of Directors out of assets lawfully available therefor, and (ii) in
the event of any distribution of assets upon liquidation, dissolution or
winding up of the Corporation or otherwise, the right to receive ratably
all of the assets and funds of the Corporation remaining after the payment
to the creditors of the Corporation.
(b) Stock Splits and Combinations. If the Corporation shall in
any manner subdivide (by stock split, reclassification, stock dividend,
recapitalization, or otherwise) or combine (by reverse stock split or
otherwise) the outstanding shares of Class A Common Stock or Class B Common
Stock, then the outstanding shares of each other class of Common Shares
shall be subdivided or combined, as the case may be, to the same extent,
share and share alike.
(c) As long as any of the Common Shares shall be listed and
quoted on the NASDAQ National Market, the Board of Directors of the
Corporation shall ensure, and shall have all powers necessary to ensure,
that the membership of the Board of Directors shall at all times include
such number of "Independent Directors" (as such term is defined in Part
III, Section 6(c) of Schedule D to the By-Laws of the National Association
of Securities Dealers, Inc. ("NASD"), as the
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same may be amended from time to time) as shall be required by the By-Laws
of the NASD for the Common Shares to be eligible for listing and quotation
of the NASDAQ National Market. In the event that the Common Shares shall
cease to be listed and quoted on the NASDAQ National Market, and
subsequently are listed and quoted on an exchange or other trading system,
the Board of Directors of the Corporation shall ensure, and shall have all
powers necessary to ensure, that the membership of the Board of Directors
shall at all times be consistent with the applicable rules and regulations,
if any, for the Common Shares to be eligible for listing and quotation on
such exchange or other trading system.
(c) No holder of Common Shares or Preferred Shares shall be
entitled to preemptive or subscription rights.
EIGHTH: Principal Office & Registered Agent. The post office address
of the principal office of the Corporation in this State is 2000 W. 41st
Street, Baltimore, Maryland 21211. The name and post office address of the
resident agent of the Corporation in this State is Steven A. Thomas,
Esquire, Thomas & Libowitz, P.A., 100 Light Street, Suite 1100, Baltimore,
Maryland 21202.
NINTH: Participation of Non-Citizens. The following provisions are
included for the purpose of ensuring that control and management of the
Corporation remains with citizens of the United States and/or corporations
formed under the laws of the United States or any of the states of the
United States, as required by the Communications Act of 1934, as the same
may be amended from time to time:
(a) The Corporation shall not issue to (i) a person who is a
citizen of a country other than the United States; (ii) any entity
organized under the laws of a government other than the government of the
United States or any state, territory, or possession of the United States;
(iii) a government other than the government of the United States or of any
state, territory, or possession of the United States; or (iv) a
representative of, or an individual or entity controlled by, any of the
foregoing (individually, an "Alien"; collectively, "Aliens") any shares of
capital stock of the Corporation if such issuance would result in the total
number of shares of such capital stock held or voted by Aliens exceeding
25% of (i) the total number of all shares of such capital stock outstanding
at any time and from time to time, or (ii) the total voting power of all
shares of such capital stock outstanding and entitled to vote at any time
and from time to time and shall not permit the transfer on the books of
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the Corporation of any capital stock to any Alien that would result in the
total number of shares of such capital stock held or voted by Aliens
exceeding such 25% limits as such limits greater or lesser than 25% may
subsequently be imposed by statute or regulation.
(b) No Alien or Aliens, individually or collectively, shall be
entitled to vote or direct or control the vote of more than 25% of (i) the
total number of all shares of capital stock of the Corporation outstanding
at any time and from time to time, or (ii) the total voting power of all
shares of capital stock of the Corporation outstanding and entitled to vote
at any time and from time to time as such limits greater or lesser than 25%
may subsequently be imposed by statute or regulation.
(c) No Alien shall be qualified to act as an officer of the
Corporation and no more than one-fourth of the total number of directors of
the Corporation at any time may be Aliens except as may be permitted by law
or regulation.
(d) The Board of Directors shall have all powers necessary to
implement the provisions of this ARTICLE NINTH and to ensure compliance
with the alien ownership restrictions (the "Alien Ownership Restrictions")
of the Communications Act of 1934, as amended, and the rules and
regulations promulgated thereunder, as the same may be amended from time to
time (collectively, the "Communications Act"), including, without
limitation, the power to prohibit the transfer of any shares of capital
stock of the Corporation to any Alien and to take or cause to be taken such
action as it deems appropriate to implement such prohibition.
(e) Without limiting the generality of the foregoing and
notwithstanding any other provision of these Amended and Restated Articles
of Incorporation to the contrary, any shares of capital stock of the
Corporation determined by the Board of Directors to be owned beneficially
by an Alien or Aliens shall always be subject to redemption by the
Corporation by action of the Board of Directors, pursuant to Section 2-310
of the Maryland General Corporation Law, or any other applicable provision
of law, to the extent necessary in the judgment of the Board of Directors
to comply with the Alien Ownership Restrictions. The terms and conditions
of such redemption shall be as follows:
(i) the redemption price of the shares to be redeemed
pursuant to this ARTICLE NINTH shall be equal to the fair market value of
the shares to be redeemed, as determined by reference
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to the closing price of such shares on the last business day before the
date of redemption if the shares are traded on a national exchange or as
determined by the Board of Directors in good faith if the shares are not
then being traded on a national exchange;
(ii) the redemption price of such shares may be paid in cash,
securities or any combination thereof;
(iii) if less than all the shares held by Aliens are to be
redeemed, the shares to be redeemed shall be selected in any manner
determined by the Board of Directors to be fair and equitable;
(iv) at least 10 days' written notice of the redemption date
shall be given to the record holders of the shares selected to be redeemed
(unless waived in writing by any such holder), provided that the redemption
date may be the date on which written notice shall be given to record
holders if the cash or securities necessary to effect the redemption shall
have been deposited in trust for the benefit of such record holders and
subject to immediate withdrawal by them upon surrender of the stock
certificates for their shares to be redeemed;
(v) from and after the redemption date, the shares to be
redeemed shall cease to be regarded as outstanding and any and all rights
of the holders in respect of the shares to be redeemed or attaching to such
shares of whatever nature (including, without limitation, any rights to
vote or participate in dividends declared on stock of the same class or
series as such shares) shall cease and terminate, and the holders thereof
thenceforth shall be entitled only to receive the cash or securities
payable upon redemption; and
(vi) such other terms and conditions as the Board of
Directors shall determine.
For purposes of this ARTICLE NINTH, the determination of beneficial
ownership of shares of capital stock of the Corporation shall be made
pursuant to Rule 13d-3, 17 C.F.R. ss. 240.13d-3, as amended from time to
time, promulgated under the Securities Exchange Act of 1934, as amended.
TENTH: Directors.
(a) The number of directors of the Corporation which shall
constitute the whole Board shall be not less than three (3) nor more
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than thirteen (13) directors. The exact number of directors shall be fixed
from time to time by the Board of Directors pursuant to a Resolution
adopted by a majority of the entire Board of Directors. Directors shall
hold office for a term of one (1) year or until the first annual meeting of
stockholders following their election. Each director elected shall hold
office until his successor shall be elected and shall qualify.
(b) Newly created directorships resulting from any increase in
the authorized number of directors or any vacancies in the Board of
Directors resulting from death, resignation, retirement, disqualification,
removal from office, or other cause shall be filled by a majority vote of
the remaining directors, though less than a quorum, and the directors so
chosen shall hold office for a term expiring at the next annual meeting of
stockholders at which the successors shall be elected and shall qualify.
(c) At any meeting of the stockholders called for the purpose,
any director may, by a majority vote of all of the shares of stock
outstanding and entitled to vote, be removed from office, but only for
cause.
(d) Notwithstanding anything contained in these Amended and
Restated Articles of Incorporation to the contrary, the affirmative vote of
stockholders holding a majority of the votes entitled to be cast for
election of directors shall be required to amend or repeal or adopt any
provision inconsistent with this ARTICLE TENTH.
ELEVENTH: Indemnification. The Corporation shall indemnify (a) its
directors and officers, whether serving the Corporation or at the request
of another entity, and advance expenses to a director or officer of the
Corporation to the fullest extent permitted by and in accordance with
Section 2-418 of the Corporations and Associations Article of the Annotated
Code of Maryland, as amended, and (b) its other employees and agents to
such extent as shall be authorized by the Board of Directors and permitted
by law. No amendment of the Charter of the Corporation shall limit or
eliminate the right to indemnification provided hereunder with respect to
acts or omissions occurring prior to such amendment or repeal.
TWELFTH: Duration. The duration of the Corporation shall be perpetual.
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THIRD: The amendment to and restatement of the Charter of the Corporation,
as hereinabove set forth, has been duly advised by the Board of Directors and
approved by the stockholders of the Corporation as required by law.
FOURTH: The address of the principal office of the Corporation is 2000 W.
41st Street, Baltimore, Maryland 21211.
FIFTH: The name and address of the Corporation's current resident agent is
as set forth in ARTICLE EIGHTH.
SIXTH: The number of directors of the Corporation are as set forth in
ARTICLE TENTH. The names of the five (5) directors who shall hold office until
the annual meeting of stockholders following the expiration of their current
terms are David D. Smith, Frederick G. Smith, J. Duncan Smith, Robert E. Smith,
and Basil A. Thomas. David D. Smith shall hold the office of Chairman of the
Board of Directors.
SEVENTH: The undersigned President acknowledges these Articles of Amendment
and Restatement to be the corporate act of the Corporation; and as to all
matters or facts required to be verified under oath, the undersigned President
acknowledges that, to the best of his knowledge, information, and belief, these
matters and facts are true in all material respects, and that this statement is
made under the penalties for perjury.
EIGHTH: Prior to this amendment the total number of shares of all classes
of stock which the corporation had authority to issue was twenty-five million
shares (25,000,000) of a single Class of Common Stock having a par value of one
cent ($.01) per share for a total aggregate par value of two hundred fifty
thousand dollars ($250,000).
IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed
in its name and on its behalf by its President and attested to by its Secretary
on this _____ day of ______________, 1998.
WITNESS/ATTEST: SINCLAIR BROADCAST GROUP, INC.
By: (SEAL)
- -------------------------- --------------------------
J. Duncan Smith, David D. Smith,
Secretary President
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