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UNITED STATES |
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SECURITIES
AND EXCHANGE |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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SINCLAIR BROADCAST GROUP, INC.
(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
829226-10-9
(CUSIP Number)
J. Duncan Smith
c/o Sinclair Broadcast Group, Inc.
10706 Beaver Dam Road
Cockeysville, Maryland 21030
(410) 568-1500
with copies to:
Erika Robinson
Wilmer Cutler Pickering LLP
2445 M Street, N.W.
Washington, D.C. 20037
(202) 663-6000
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 8, 2004
(Date
of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 829226-10-9 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ý |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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2
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1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ý |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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3
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ý |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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4
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ý |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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5
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Item 1. |
Security and Issuer |
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Item 2. |
Identity and Background |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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Item 4. |
Purpose of Transaction |
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This Amendment No. 4 is filed to report changes in the beneficial ownership of shares by David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith, each of whom is a member of the group, as defined in the original filing, as amended. |
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Item 5. |
Interest in Securities of the Issuer |
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(a - b) The following table sets forth the aggregate number and percentage of shares of Class A common stock and Class B common stock owned individually by each member of the group as of January 8, 2004. Holders of Class B common stock may exchange their shares of Class B common stock into Class A common stock at any time and therefore, each share of Class B common stock represents beneficial ownership of one share of Class A common stock. Except as noted, each person has sole power to vote or direct the vote and to dispose or direct the disposition of all of the shares set forth below and no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. By virtue of the Stockholders Agreement, as defined in the original filing, each member of the group is required to vote all of his Class A and Class B common stock in favor of the other members of the group to cause their election as directors. Consequently, each member may be deemed to beneficially own the shares of common stock individually owned by the other members. Nevertheless, each member of the group disclaims beneficial ownership of the shares owned by the other members of the group. |
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Shares of Class B Stock Owned |
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Name |
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Number |
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Percent |
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Total
Voting |
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Total
Voting |
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David D. Smith (3) |
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11,347,319.5 |
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28.3 |
% |
25.5 |
% |
3.4 |
% |
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Frederick G. Smith (4) |
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8,358,831 |
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20.9 |
% |
18.9 |
% |
2.4 |
% |
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J. Duncan Smith (5) |
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11,000,000 |
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27.4 |
% |
24.7 |
% |
3.2 |
% |
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Robert E. Smith (6) |
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7,877,210 |
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19.7 |
% |
17.7 |
% |
2.1 |
% |
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Reporting Persons as a group (4 persons) (7) |
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96.3 |
% |
86.9 |
% |
40.2 |
% |
(1) Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share except for votes relating to “going private” and certain other transactions. Holders of both classes of common stock will vote together as a single class on all matters presented for a vote, except as otherwise may be required by Maryland law, and holders of Class B common stock may exchange their shares of Class B common stock into Class A common stock at any time. This column sets forth the voting power each reporting person has on the matters on which shares of Class B common stock have ten votes per share, and the voting power the reporting persons as a group have on such matters.
(2) The first four rows of this column set forth the voting power each reporting person would have on matters on which the shares of Class B common stock have ten votes per share if he converted his shares of Class B common stock to Class A common stock and the other reporting persons did not. The last row in this column shows the voting power the reporting persons as a group would have if they all converted their shares of Class B common stock into shares of Class A common stock.
(3) In addition, David D. Smith owns 30,000 shares of Class A common stock directly, owns 1,837.1 shares of Class A common stock under the issuer’s 401(k) plan and may acquire an additional 175,000 shares of Class A common stock upon exercise of options. These Class A shares and options have been included for purposes of calculating Total Voting Power set forth above.
(4) Includes 401,158 shares of Class B common stock held in an irrevocable trust established by Frederick G. Smith for the benefit of his children of which he is not the trustee. In addition, Frederick G. Smith
6
owns 500,000 shares of Class A common stock directly and owns 1,813 shares of Class A common stock under the issuer’s 401(k) plan. These Class A shares have been included for purposes of calculating Total Voting Power set forth above.
(5) Does not include 510,000 shares of Class B common stock held in an irrevocable trust established by J. Duncan Smith for the benefit of his children of which he is not the trustee. In addition, J. Duncan Smith owns 1744.7 shares of Class A common stock under the issuer’s 401(k) plan, which have been included for purposes of calculating Total Voting Power set forth above.
(6) Includes 324,049 shares of Class B common stock held in an irrevocable trust established by Robert E. Smith for the benefit of family members of which he is the trustee but does not include 390,650 shares of Class B common stock held in an irrevocable trust established by Robert E. Smith for the benefit of his children of which he is not the trustee. In addition, Robert E. Smith may acquire 1,250 shares of Class A common stock upon exercise of options and owns 334.6 shares of Class A common stock under the issuer’s 401(k) plan. These options and Class A shares have been included for purposes of calculating Total Voting Power set forth above.
(7) Includes all shares identified above, including shares of Class A common stock held directly.
(c) The following table sets forth information regarding transactions in shares by each member of the group since the 60th day preceding the date of this Schedule 13D/A.
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Date |
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Type of Transaction |
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Number of Shares |
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Transactions by David D. Smith |
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12/19/03 |
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Transfer Class B common stock (1) |
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353,606 (1) |
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(1) |
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Transfer pursuant to marital agreement. |
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Transactions by Frederick G. Smith |
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12/23/03 |
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Sale of Class A common stock |
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75,000 at $14.3044 |
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1/02/04 |
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Gift of Class A common stock |
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200,000 |
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1/05/04 |
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Gift of Class A common stock |
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300,000 |
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Transactions by J. Duncan Smith |
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12/22/03 |
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Sale of Class B common stock (1) |
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9,000 at $14.10 |
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12/22/03 |
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Sale of Class B common stock (1) |
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14,000 at $14.08 |
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12/22/03 |
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Sale of Class B common stock (1) |
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11,000 at $14.07 |
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12/22/03 |
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Sale of Class B common stock (1) |
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28,500 at $14.06 |
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12/22/03 |
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Sale of Class B common stock (1) |
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21,500 at $14.05 |
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12/22/03 |
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Sale of Class B common stock (1) |
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25,000 at $14.03 |
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12/23/03 |
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Sale of Class B common stock (1) |
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7,100 at $14.46 |
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12/23/03 |
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Sale of Class B common stock (1) |
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1,200 at $14.44 |
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12/23/03 |
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Sale of Class B common stock (1) |
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5,000 at $14.42 |
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12/23/03 |
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Sale of Class B common stock (1) |
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5,700 at $14.41 |
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12/23/03 |
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Sale of Class B common stock (1) |
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6,000 at $14.40 |
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12/23/03 |
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Sale of Class B common stock (1) |
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13,000 at $14.24 |
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12/23/03 |
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Sale of Class B common stock (1) |
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3,000 at $14.23 |
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1/06/04 |
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Sale of Class B common stock (1) |
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72,500 at $14.87 |
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1/06/04 |
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Sale of Class B common stock (1) |
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5,000 at $14.88 |
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1/07/04 |
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Sale of Class B common stock (1) |
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14,500 at $14.77 |
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1/07/04 |
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Sale of Class B common stock (1) |
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1,500 at $14.80 |
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1/07/04 |
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Sale of Class B common stock (1) |
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39,900 at $14.85 |
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1/07/04 |
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Sale of Class B common stock (1) |
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3,000 at $14.86 |
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1/07/04 |
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Sale of Class B common stock (1) |
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2,900 at $14.88 |
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1/07/04 |
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Sale of Class B common stock (1) |
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1,100 at $14.88 |
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1/07/04 |
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Sale of Class B common stock (1) |
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3,100 at $14.89 |
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1/08/04 |
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Sale of Class B common stock (1) |
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6,300 at $14.90 |
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(1) |
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These shares were converted into Class A shares immediately prior to sale. |
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Transactions by Robert E. Smith |
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12/30/03 |
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Sale of Class A common stock |
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12,097 at $15.10 |
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12/30/03 |
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Sale of Class A common stock |
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500 at $15.03 |
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12/31/03 |
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Sale of Class A common stock |
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500 at $15.08 |
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12/31/03 |
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Sale of Class A common stock |
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3,400 at $15.07 |
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12/31/03 |
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Sale of Class A common stock |
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500 at $15.06 |
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12/31/03 |
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Sale of Class A common stock |
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7,300 at $15.05 |
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1/02/04 |
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Sale of Class A common stock |
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5,471 at $15.08 |
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1/02/04 |
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Sale of Class A common stock |
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700 at $15.09 |
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1/02/04 |
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Sale of Class A common stock |
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100 at $15.10 |
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1/05/04 |
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Sale of Class A common stock |
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9,329 at $15.05 |
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1/05/04 |
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Sale of Class B common stock (1) |
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3,000 at $14.98 |
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8
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1/05/04 |
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Sale of Class B common stock (1) |
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3,700 at $14.97 |
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1/05/04 |
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Sale of Class B common stock (1) |
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5,500 at $14.96 |
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1/05/04 |
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Sale of Class B common stock (1) |
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69,800 at $14.95 |
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1/05/04 |
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Sale of Class B common stock (1) |
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25,000 at $14.94 |
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1/06/04 |
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Sale of Class B common stock (1) |
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105,000 at $14.88 |
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1/06/04 |
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Sale of Class B common stock (1) |
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11,000 at $14.89 |
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1/06/04 |
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Sale of Class B common stock (1) |
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23,000 at $14.90 |
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1/07/04 |
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Sale of Class B common stock (1) |
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25,000 at $14.77 |
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1/07/04 |
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Sale of Class B common stock (1) |
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500 at $14.83 |
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1/07/04 |
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Sale of Class B common stock (1) |
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3,600 at $14.85 |
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1/07/04 |
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Sale of Class B common stock (1) |
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500 at $14.86 |
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1/08/04 |
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Sale of Class B common stock (1) |
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2,103 at $14.84 |
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1/08/04 |
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Sale of Class B common stock (1) |
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82,000 at $14.85 |
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1/08/04 |
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Sale of Class B common stock (1) |
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1,500 at $14.86 |
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1/08/04 |
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Sale of Class B common stock (1) |
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50,700 at $14.88 |
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1/08/04 |
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Sale of Class B common stock (1) |
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27,400 at $14.89 |
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1/08/04 |
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Sale of Class B common stock (1) |
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800 at $14.90 |
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1/08/04 |
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Sale of Class B common stock (1) |
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14,000 at $14.92 |
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1/08/04 |
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Sale of Class B common stock (1) |
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6,000 at $14.93 |
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(1) |
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These shares were converted into Class A shares immediately prior to sale. |
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(d) Not applicable. |
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(e) Not applicable. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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Item 7. |
Material to Be Filed as Exhibits |
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(1) Joint Filing Agreement. |
[SIGNATURES APPEAR ON FOLLOWING PAGE]
9
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this amendment is true, complete and correct.
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Dated: February 26, 2004 |
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/s/ David D. Smith |
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David D. Smith |
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/s/ Frederick G. Smith |
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Frederick G. Smith |
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/s/ J. Duncan Smith |
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J. Duncan Smith |
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/s/ Robert E. Smith |
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Robert E. Smith |
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10