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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act
of 1934
(Amendment No. 12)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13(D)-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
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
Hunt Valley, Maryland 21030
(410) 568-1500
with copies to:
Jeffrey B. Grill
Pillsbury Winthrop Shaw Pittman LLP
2300 N Street, NW
Washington, D.C. 20037-1122
(202) 663-9201
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
March 2, 2010
(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 Sections 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 Section 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).
(Continued on following pages)
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CUSIP No. 829226-10-9 |
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1 |
Name of Reporting Person DAVID D. SMITH |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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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 or Actions 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) x |
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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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(1) The percentage of Class A Common Stock the reporting persons as a group would have if they all converted their shares of Class B Common Stock into Class A Common Stock.
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CUSIP No. 829226-10-9 |
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1 |
Name of Reporting Person FREDERICK G. SMITH |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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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 or Actions 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) x |
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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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(1) The percentage of Class A Common Stock the reporting persons as a group would have if they all converted their shares of Class B Common Stock into Class A Common Stock.
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CUSIP No. 829226-10-9 |
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1 |
Name of Reporting Person J. DUNCAN SMITH |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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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 or Actions 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) x |
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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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(1) The percentage of Class A Common Stock the reporting persons as a group would have if they all converted their shares of Class B Common Stock into Class A Common Stock.
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CUSIP No. 829226-10-9 |
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1 |
Name of Reporting Person ROBERT E. SMITH |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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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 or Actions 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) x |
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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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(1) The percentage of Class A Common Stock the reporting persons as a group would have if they all converted their shares of Class B Common Stock into Class A Common Stock.
This Amendment No. 12 amends the Schedule 13D initially filed on July 24, 1996 (together, with all amendments thereto, the “Schedule 13D”) and 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 Schedule 13D.
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Item 1. |
Security and Issuer. |
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No material change. |
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Item 2. |
Identity and Background. |
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No material change. |
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Item 3. |
Source and Amount of Funds of Other Consideration. |
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No material change. |
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Item 4. |
Purpose of Transaction. |
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No material change. |
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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 March 5, 2010. 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 dated April 19, 2005, by and among David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith (the “Stockholders’ Agreement”), each member of the group is required to vote all of his Class A Common Stock and Class B Common Stock in favor of the other members of the group to cause their election as directors. 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 |
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Shares of Class A |
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Percent of |
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Percent of |
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Name |
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Number |
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Percent (1) |
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Number |
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Percent (2) |
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Power (3) |
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Power (4) |
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David D. Smith |
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8,499,925 |
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26.6 |
% |
9,613,520 |
(5) |
16.7 |
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23.3 |
% |
3.3 |
% |
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Frederick G. Smith |
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4,957,673 |
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15.5 |
% |
5,455,618 |
(6) |
10.2 |
% |
13.6 |
% |
1.7 |
% |
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J. Duncan Smith |
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9,500,000 |
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29.7 |
% |
9,580,017 |
(7) |
16.6 |
% |
25.8 |
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3.4 |
% |
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Robert E. Smith |
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7,430,855 |
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23.2 |
% |
8,488,109 |
(8) |
15.2 |
% |
20.4 |
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2.8 |
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Reporting Persons as a group (4 persons) |
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30,388,453 |
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95.0 |
% |
33,137,265 |
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42.1 |
% |
83.1 |
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34.9 |
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(1) As of March 5, 2010, there were 31,997,859 shares of Class B Common Stock outstanding.
(2) The first four rows of this column set forth the percentage of Class A Common Stock each reporting person would beneficially own 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 percentage of Class A Common Stock the
reporting persons as a group would have if they all converted their shares of Class B Common Stock into Class A Common Stock. As of March 5, 2010, there were 48,369,669 shares of Class A Common Stock outstanding.
(3) 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.
(4) 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.
(5) Includes 8,499,925 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock, 5,428 shares in a 401(k) Plan, 200,000 shares of SARs, with an exercise price of $15.78, exercisable within 60 days of March 5, 2010 and 350,000 shares of SARs, with an exercise price of $8.94, exercisable within 60 days of March 5, 2010.
(6) Includes 4,957,673 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock and 5,110 shares in a 401(k) Plan.
(7) Includes 9,500,000 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock and 5,017 shares in a 401(k) Plan. The shares of Class B Common Stock do not include 318,756 shares held in an irrevocable trust established by J. Duncan Smith for the benefit of his children, of which he is not the trustee and 500,000 shares held in a Grantor Retained Annuity Trust, or GRAT, for the benefit of his children, of which he is not the trustee.
(8) Includes 7,139,806 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock, 467 shares in a 401(k) Plan and 10,000 shares of Class A Common Stock that Robert E. Smith may acquire upon exercise of options. The shares of Class B Common Stock include 291,049 shares held in an irrevocable trust established by Robert E. Smith for the benefit of family members, of which he is the trustee. The shares of Class B Common Stock do not include 290,650 shares held in an irrevocable trust established by Robert E. Smith for the benefit of his children, of which he is not the trustee.
(c) The following table sets forth information regarding transactions in shares by each member of the group since the filing of Amendment No. 11 to Schedule 13D.
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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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1/7/10 |
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Disposed of Class A Common Stock |
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5,381 at $5.0026(1) |
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1/8/10 |
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Converted Class B Common Stock Into |
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Class A Common Stock |
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350,000 |
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1/11/10 |
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Disposed of Class A Common Stock |
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21,200 at $4.9454(2) |
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2/22/10 |
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Disposed of Class A Common Stock |
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52,382 at $5.4467(3) |
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2/23/10 |
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Disposed of Class A Common Stock |
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83,354 at $5.1686(4) |
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2/24/10 |
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Disposed of Class A Common Stock |
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66,673 at $5.0882(5) |
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2/25/10 |
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Disposed of Class A Common Stock |
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55,912 at $5.0803(6) |
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2/26/10 |
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Disposed of Class A Common Stock |
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47,990 at $5.0359(7) |
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3/1/10 |
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Disposed of Class A Common Stock |
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110,785 at $5.1182(8) |
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3/2/10 |
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Disposed of Class A Common Stock |
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169,446 at $5.3387(9) |
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3/3/10 |
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Disposed of Class A Common Stock |
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107,940 at $5.1999(10) |
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3/4/10 |
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Converted Class B Common Stock into |
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Class A Common Stock |
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500,000 |
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3/4/10 |
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Disposed of Class A Common Stock |
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101,016 at $5.3372(11) |
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3/5/10 |
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Disposed of Class A Common Stock |
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104,254 at $5.4747(12) |
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All transactions between February 22, 2010 and March 5, 2010 were made pursuant to a trading plan entered into on February 8, 2010 in order to comply with the requirements of Rule 10b5-1 of the Securities and Exchange Act of 1934. In accordance with Rule 10b5-1, at the time the trading plan was adopted, David D. Smith did not have material, nonpublic information regarding the Issuer and all trades were executed by his broker Morgan Stanley Smith Barney.
(1) The purchase price is a weighted average. The range of prices for the purchase was $5.00 - $5.01.
(2) The purchase price is a weighted average. The range of prices for the purchase was $4.90 - $4.99.
(3) The purchase price is a weighted average. The range of prices for the purchase was $5.37 - $5.67.
(4) The purchase price is a weighted average. The range of prices for the purchase was $5.085 - $5.40.
(5) The purchase price is a weighted average. The range of prices for the purchase was $5.05 - $5.18.
(6) The purchase price is a weighted average. The range of prices for the purchase was $5.00 - $5.22.
(7) The purchase price is a weighted average. The range of prices for the purchase was $5.00 - $5.255.
(8) The purchase price is a weighted average. The range of prices for the purchase was $5.00 - $5.25.
(9) The purchase price is a weighted average. The range of prices for the purchase was $5.05 - $5.59.
(10) The purchase price is a weighted average. The range of prices for the purchase was $5.105 - $5.30.
(11) The purchase price is a weighted average. The range of prices for the purchase was $5.13 - $5.53.
(12) The purchase price is a weighted average. The range of prices for the purchase was $5.33 - $5.53.
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Transactions by Frederick G. Smith |
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None. |
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Transactions by J. Duncan Smith |
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None. |
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Transactions by Robert E. Smith |
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None. |
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(d) Not applicable.
(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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No material change. |
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Item 7. |
Material to be Filed as Exhibits. |
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(1) Joint Filing Agreement.
(2) Stockholders’ Agreement dated April 19, 2005 by and among David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith (Incorporated by reference from the Issuer’s Current Report on Form 8-K filed on April 26, 2005). |
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[SIGNATURES APPEAR ON FOLLOWING PAGE]
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this amendment is true, complete and correct.
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Dated: March 23, 2010 |
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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 |
EXHIBIT 1
JOINT FILING AGREEMENT AMONG
DAVID D. SMITH, FREDERICK G. SMITH,
WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934 (the “Act”), only one joint Statement and any amendments thereto need be filed whenever one or more persons are required to file such a Statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such Statement or any amendments thereto is filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith do hereby agree, in accordance with Rule 13d-1(k) under the Act, to file Amendment No. 12 to the Statement on Schedule 13D relating to their ownership of the Common Stock of Sinclair Broadcast Group, Inc. and do hereby further agree that said statement shall be filed on behalf of each of them.
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Dated: March 23, 2010 |
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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 |