================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 JULY 1, 1998 ----------------------- (Date of earliest event reported) SINCLAIR BROADCAST GROUP, INC. (Exact name of Registrant as specified in its charter) MARYLAND 33-69482 52-1494660 (State of incorporation) (Commission File Number) (IRS Employer Identification Number) 2000 W. 41st Street, Baltimore, Maryland 21211-1420 ------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (410) 467-5005 -------------- ================================================================================ ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS As previously reported, Sinclair Broadcast Group, Inc. (the "Company") entered into an agreement on December 2, 1997 to acquire, directly or indirectly, all of the equity interests of Max Media Properties LLC ("Max Media"), pursuant to which the Company will acquire, or acquire the right to program pursuant to LMA's, nine television stations and eight radio stations in eight markets (the "Max Media Acquisition"). On February 23, 1998 the Company entered into an agreement to acquire 100% of the stock of Sullivan Broadcast Holdings, Inc. and Subsidiaries ("Sullivan"), pursuant to which the Company will acquire or provide programming services to 12 television stations in 10 separate markets (the "Sullivan Acquisition"). The Company completed the Sullivan Acquisition on July 1, 1998 and completed the Max Media Acquisition on July 6,1998. The Company is filing with this Current Report on Form 8-K/A certain financial information. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS (A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED The Company has previously filed audited financial statements for Sullivan and Max Media required by this item on a Current Report on Form 8-K/A filed April 8, 1998. The following financial statements are filed as exhibits to this report and are incorporated herein by reference. SINCLAIR COMMUNICATIONS II, INC. AND SINCLAIR TELEVISION, INC. (successors to Sullivan Broadcast Holdings, Inc and Sullivan Broadcasting Company, Inc.) (Exhibit 99.1) Unaudited Financial Statements Consolidated Balance Sheet as of June 30, 1998 Consolidated Statements of Operations for the six months ended June 30, 1998 and 1997 Consolidated Statements of Cash Flows for the six months ended June 30, 1998 and 1997 Notes to Consolidated Financial Statements MAX MEDIA PROPERTIES LLC (EXHIBIT 99.2) Unaudited Financial Statements Consolidated Balance Sheet as of June 30, 1998 Consolidated Statements of Operations for the six months ended June 30, 1998 and 1997 Consolidated Statements of Cash Flows for the six months ended June 30, 1998 and 1997 Notes to Consolidated Financial Statements 1 (B) PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF SINCLAIR Pro Forma financial statements of the Company as of and for the year ended December 31, 1997 were filed on a Current Report on Form 8-K/A filed April 8, 1998. Pro Forma financial statements of the Company as of and for the six months ended June 30, 1998 are filed as exhibit 99.3 to this report and are incorporated herein by reference. (C) EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Financial Statements of Sinclair Communications II, Inc. and Sinclair Television, Inc. for the six months ended June 30, 1998 and 1997 (unaudited) 99.2 Financial Statements of Max Media Properties LLC for the six months ended June 30, 1998 and 1997 (unaudited) 99.3 Pro Forma financial statements of Sinclair Broadcast Group, Inc. as of and for the six months ended June 30, 1998 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 -------------------------- Name: David B. Amy TItle: Chief Financial Officer Dated: September 14, 1998