================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                  JULY 16, 1997
                                  -------------
                        (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
                                                            -------------

================================================================================

<PAGE>



ITEM 5. OTHER EVENTS

    Sinclair  Broadcast Group, Inc. (the "Company" or "Sinclair") is filing this
report on Form 8-K to reflect an updated  discussion  and  analysis of financial
condition and results of operations  and an updated  description of its business
and management and to set forth pro forma financial statements reflecting recent
and  pending   financing  and   acquisition   activities   for  the  purpose  of
incorporating the information herein by reference into future securities filings
by the Company. Unless otherwise indicated, defined terms shall have the meaning
set forth in the  "Glossary of Defined  Terms" below.  References  herein to the
Company shall include the Company's  subsidiaries,  unless the context otherwise
requires.


           PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF SINCLAIR


     The following Pro Forma  Consolidated  Financial Data include the unaudited
pro  forma  consolidated  balance  sheet as of June 30,  1997  (the  "Pro  Forma
Consolidated Balance Sheet") and the unaudited pro forma consolidated  statement
of operations for the year ended December 31, 1996 and the six months ended June
30, 1997 (the "Pro Forma Consolidated  Statement of Operations").  The unaudited
Pro Forma  Consolidated  Balance  Sheet is  adjusted  to give effect to the Debt
Issuance, the Heritage Acquisition,  the Common Stock Offering and the Preferred
Stock  Offering as if they  occurred on June 30, 1997 and assuming  that the net
proceeds of the Preferred  Stock Offering and the Common Stock Offering are used
to repay $14  million  of  indebtedness  under the  Company's  revolving  credit
facility under the Bank Credit Agreement.  The unaudited Pro Forma  Consolidated
Statement of Operations for the year ended December 31, 1996 is adjusted to give
effect to the 1996  Acquisitions,  the HYTOPS Issuance,  the Debt Issuance,  the
Heritage Acquisition, the Common Stock Offering and the Preferred Stock Offering
as if each occurred at the beginning of such period and assuming  application of
the proceeds of the Common Stock  Offering and the Preferred  Stock  Offering as
set forth above.  The unaudited Pro Forma  Consolidated  Statement of Operations
for the six months  ended June 30, 1997 is adjusted to give effect to the HYTOPS
Issuance,  the Debt  Issuance,  the Heritage  Acquisition,  and the Common Stock
Offering and the Preferred  Stock  Offering as if each occurred at the beginning
of such period and  assuming  application  of the  proceeds of the Common  Stock
Offering and the  Preferred  Stock  Offering as set forth  above.  The pro forma
adjustments are based upon available  information and certain  assumptions  that
the Company believes are reasonable.  The Pro Forma Consolidated  Financial Data
should  be  read  in  conjunction  with  the  Company's  Consolidated  Financial
Statements  as of and for the year ended  December  31, 1996 and  related  notes
thereto, the Company's unaudited  consolidated  financial statements for the six
months ended June 30, 1997 and related notes thereto,  the historical  financial
data  of  Flint  T.V.,   Inc.,  the   historical   financial  data  of  Superior
Communications,  Inc.,  the  historical  financial  data of KSMO and  WSTR,  the
historical  financial data of River City  Broadcasting,  L.P. and the historical
financial data of Heritage Media Services,  Inc. -- Broadcasting Segment, all of
which have been filed with the  Commission as part of (i) the  Company's  Annual
Report on Form 10-K for the year ended December 31, 1996 (as amended),  together
with  the  report  of  Arthur  Andersen  LLP,   independent   certified   public
accountants;  (ii) the Company's  Quarterly  Report on Form 10-Q for the quarter
ended June 30, 1997; or (iii) the Company's Current Reports on Form 8-K and Form
8-K/A filed May 10, 1996, May 13, 1996,  May 17, 1996, May 29, 1996,  August 30,
1996,   September  5,  1996  and  August  26,  1997.  The  unaudited  Pro  Forma
Consolidated  Financial  Data do not  purport to  represent  what the  Company's
results of operations or financial position would have been had any of the above
events  occurred on the dates  specified or to project the Company's  results of
operations or financial  position for or at any future period or date. There can
be no assurance that the Common Stock Offering and the Preferred  Stock Offering
will be  completed,  or that if one of the  offerings  is  completed,  the other
offering will also be completed.


                                       S-3

<PAGE>

                         SINCLAIR BROADCAST GROUP, INC.
                      PRO FORMA CONSOLIDATED BALANCE SHEET
                               AS OF JUNE 30, 1997
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                                        CONSOLIDATED
                                                                                                                         HISTORICAL,
                                                                                                                            DEBT
                                                                                         CONSOLIDATED                    ISSUANCE
                                                             CONSOLIDATED      DEBT     HISTORICAL AND     HERITAGE     AND HERITAGE
                                                              HISTORICAL   ISSUANCE(A)   DEBT ISSUANCE  ACQUISITION(B)   ACQUISITION
                                                           -------------- ------------ ---------------- --------------  ------------
<S>                                                        <C>            <C>          <C>              <C>            <C>
                         ASSETS
CURRENT ASSETS:
 Cash and cash equivalents...............................  $    2,740     $33,000 (e)  $   35,740                      $   35,740
 Accounts receivable, net of allowance for doubtful
  accounts...............................................     102,093                     102,093                         102,093
 Current portion of program contract costs...............      34,768                      34,768       $    926           35,694
 Prepaid expenses and other current assets...............       4,054                       4,054                           4,054
 Deferred barter costs...................................       4,267                       4,267          2,218            6,485
 Deferred tax asset......................................       8,188                       8,188                           8,188
                                                           -------------- ------------ ---------------- -------------- -------------
   Total current assets..................................     156,110      33,000         189,110          3,144          192,254
PROGRAM CONTRACT COSTS, less current portion.............      30,778                      30,778            712           31,490
LOANS TO OFFICERS AND AFFILIATES.........................      11,241                      11,241                          11,241
PROPERTY AND EQUIPMENT, net..............................     156,681                     156,681         22,022          178,703
NON-COMPETE AND CONSULTING AGREEMENTS, net...............       2,250                       2,250                           2,250
OTHER ASSETS.............................................      71,970       4,500 (f)      76,470                          76,470
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net.............   1,333,475                   1,333,475        545,969        1,879,444
                                                           -------------- ------------ ---------------- -------------- -------------
   Total Assets..........................................  $1,762,505     $37,500      $1,800,005       $571,847       $2,371,852
                                                           ============== ============ ================ ============== =============
                      LIABILITIES AND
                    STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable........................................  $    5,310                  $    5,310                      $   5,310
 Accrued liabilities.....................................      39,023                      39,023                          39,023
 Current portion of long-term liabilities-
  Notes payable and commercial bank financing............      65,500                      65,500                          65,500
  Capital leases payable.................................          11                          11                              11
  Notes and capital leases payable to affiliates.........       1,370                       1,370                           1,370
  Program contracts payable..............................      49,766                      49,766       $  1,096           50,862
 Deferred barter revenues................................       4,458                       4,458                           4,458
                                                           -------------- ------------ ---------------- -------------- -------------
   Total current liabilities.............................     165,438                     165,438          1,096          166,534
LONG-TERM LIABILITIES:
  Notes payable and commercial bank financing............   1,097,000     $37,500 (g)   1,134,500        570,000 (h)    1,704,500
  Capital leases payable.................................          30                          30                              30
  Notes and capital leases payable to affiliates.........      11,872                      11,872                          11,872
  Program contracts payable..............................      46,670                      46,670            751           47,421
  Other long-term liabilities............................       4,960                       4,960                           4,960
                                                           -------------- ------------ ---------------- -------------- -------------
   Total liabilities.....................................   1,325,970      37,500       1,363,470        571,847        1,935,317
                                                           -------------- ------------ ---------------- -------------- -------------
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES ..........       3,897                       3,897                           3,897
                                                           -------------- ------------ ---------------- -------------- -------------
COMPANY OBLIGATED MANDATORILY REDEEMABLE SECURITY OF
 SUBSIDIARY TRUST HOLDING SOLELY KDSM SENIOR DEBENTURES..     200,000                     200,000                         200,000
                                                           -------------- ------------ ---------------- -------------- -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Series B Preferred Stock ..............................          11                          11                              11
  Series D Convertible Exchangeable Preferred Stock .....          --                          --                              --
  Class A Common Stock ..................................          71                          71                              71
  Class B Common Stock ..................................         277                         277                             277
  Additional paid-in capital.............................     234,812                     234,812                         234,812
  Additional paid-in capital - deferred compensation.....        (896)                       (896)                           (896)
  Additional paid-in capital - equity put options........      23,117                      23,117                          23,117
  Accumulated deficit....................................     (24,754)                    (24,754)                        (24,754)
                                                           -------------- ------------ ---------------- -------------- -------------
   Total stockholders' equity............................     232,638                     232,638                         232,638
                                                           -------------- ------------ ---------------- -------------- -------------
   Total Liabilities and Stockholders' Equity............  $1,762,505     $37,500      $1,800,005       $571,847       $2,371,852
                                                           ============== ============ ================ ============== =============

</TABLE>

                                                   (Continued on following page)

                                       S-4

<PAGE>



                        SINCLAIR BROADCAST GROUP, INC.
                     PRO FORMA CONSOLIDATED BALANCE SHEET
                             AS OF JUNE 30, 1997
                            (DOLLARS IN THOUSANDS)
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                  CONSOLIDATED,
                                                                                                   HISTORICAL,
                                                                                                      DEBT
                                                                                                   ISSUANCE,
                                                        CONSOLIDATED,                               HERITAGE
                                                         HISTORICAL,                              ACQUISITION,
                                                            DEBT                                   COMMON AND
                                                          ISSUANCE       COMMON      PREFERRED     PREFERRED
                                                        AND HERITAGE      STOCK        STOCK         STOCK
                                                         ACQUISITION   OFFERING(C)  OFFERING(D)   OFFERINGS
                                                       -------------- ------------ ------------ ---------------
<S>                                                    <C>            <C>          <C>          <C>
                         ASSETS
CURRENT ASSETS:
 Cash and cash equivalents...........................  $   35,740                               $   35,740
 Accounts receivable, net of allowance for doubtful
  accounts...........................................     102,093                                  102,093
 Current portion of program contract costs...........      35,694                                   35,694
 Prepaid expenses and other current assets...........       4,054                                    4,054
 Deferred barter costs...............................       6,485                                    6,485
 Deferred tax asset..................................       8,188                         --         8,188
                                                       -------------- ------------ ------------ ---------------
   Total current assets..............................     192,254                                  192,254
PROGRAM CONTRACT COSTS, less current portion ........      31,490                                   31,490
LOANS TO OFFICERS AND AFFILIATES.....................      11,241                                   11,241
PROPERTY AND EQUIPMENT, net..........................     178,703                                  178,703
NON-COMPETE AND CONSULTING AGREEMENTS, net ..........       2,250                                    2,250
OTHER ASSETS.........................................      76,470                                   76,470
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net ........   1,879,444            --           --     1,879,444
                                                       -------------- ------------ ------------ ---------------
   Total Assets .....................................  $2,371,852     $            $            $2,371,852
                                                       ============== ============ ============ ===============
                   LIABILITIES AND
                 STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable....................................  $    5,310                               $    5,310
 Accrued liabilities.................................      39,023                                   39,023
 Current portion of long-term liabilities-
  Notes payable and commercial bank financing........      65,500                                   65,500
  Capital leases payable.............................          11                                       11
  Notes and capital leases payable to affiliates.....       1,370                                    1,370
  Program contracts payable..........................      50,862                                   50,862
 Deferred barter revenues............................       4,458            --           --         4,458
                                                       -------------- ------------ ------------ ---------------
   Total current liabilities.........................     166,534                                  166,534
LONG-TERM LIABILITIES:
  Notes payable and commercial bank financing........   1,704,500     $(137,080)   $(145,075)    1,422,345
  Capital leases payable.............................          30                                       30
  Notes and capital leases payable to affiliates.....      11,872                                   11,872
  Program contracts payable..........................      47,421                                   47,421
  Other long-term liabilities........................       4,960                                    4,960
                                                       -------------- ------------ ------------ ---------------
   Total liabilities.................................   1,935,317      (137,080)    (145,075)    1,653,162
                                                       -------------- ------------ ------------ ---------------
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES ......       3,897                                    3,897
                                                       -------------- ------------ ------------ ---------------
COMPANY OBLIGATED MANDATORILY REDEEMABLE SECURITY OF
 SUBSIDIARY TRUST HOLDING SOLELY KDSM SENIOR
 DEBENTURES..........................................     200,000                                  200,000
                                                       -------------- ------------ ------------ ---------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Series B Preferred Stock ..........................          11                                       11
  Series D Convertible Exchangeable Preferred Stock .          --                         30            30
  Class A Common Stock ..............................          71            40                        111
  Class B Common Stock ..............................         277                                      277
  Additional paid-in capital.........................     234,812       137,040      145,045       516,897
  Additional paid-in capital - deferred compensation.        (896)                                    (896)
  Additional paid-in capital - equity put options....      23,117                                   23,117
  Accumulated deficit................................     (24,754)                                 (24,754)
                                                       -------------- ------------ ------------ ---------------
   Total stockholders' equity........................     232,638       137,080      145,075        514,793
                                                       -------------- ------------ ------------ ---------------
   Total Liabilities and Stockholders' Equity........  $2,371,852     $      --    $      --     $2,371,852
                                                       ============== ============ ============ ===============

</TABLE>

                                       S-5

<PAGE>


                  NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET

(a)  To reflect the proceeds of the Debt Issuance  consummated  on July 2, 1997,
     net of $4,500 of  underwriting  discounts  and  commissions  and  estimated
     expenses and the application of the proceeds therefrom.

(b)  The  Heritage  Acquisition  column  reflects  the  assets  and  liabilities
     acquired in  connection  with the  $630,000  purchase of Heritage  less the
     $60,000  divestiture  of the Heritage  television  station KOKH in Oklahoma
     City,  Oklahoma,  which is required  pursuant to the  Heritage  Acquisition
     Agreements  and with respect to which the Company has entered into a letter
     of intent.  The Heritage  Acquisition  is subject to a number of conditions
     customary for  acquisitions  of  broadcasting  properties.  Total  acquired
     intangibles are calculated as follows:

                                                                      HERITAGE
                                               HERITAGE     KOKH    ACQUISITION
                                              ---------- --------- ------------
Purchase Price...............................                          $630,000
 Add:
  Liabilities acquired--
  Current portion of program contracts
   payable................................... $ 1,552    $  (456)         1,096
  Long-term portion of program contracts
   payable...................................     860       (109)           751
 Less:
  Assets acquired--
  Current portion of program contract costs..   1,603       (677)           926
  Deferred barter costs......................   2,496       (278)         2,218
  Program contract costs, less current
   portion...................................   1,266       (554)           712
  Property and equipment.....................  27,524     (5,502)        22,022
  Sale of KOKH...............................                            60,000
                                                                   ------------
  Acquired intangibles.......................                          $545,969
                                                                   ============


(c) To reflect the proceeds of the Common Stock Offering (at an assumed offering
    price of $36 per share,  the  closing  price of the Class A Common  Stock on
    August 21, 1997),  net of $6,920 of  underwriting  discounts and commissions
    and estimated  expenses and the application of the proceeds therefrom as set
    forth above.  There can be no assurance  that the Common Stock Offering will
    be completed, whether or not the Preferred Stock Offering is completed.

(d) To reflect  the  proceeds of the  Preferred  Stock  Offering  (at an assumed
    offering price of $50 per share),  net of $4,925 of  underwriting  discounts
    and commissions  and estimated  expenses and the application of the proceeds
    therefrom as set forth above.  There can be no assurance  that the Preferred
    Stock Offering will be consummated, whether or not the Common Stock Offering
    is completed.

(e)  To record the increase in cash and cash equivalents  resulting from the net
     proceeds of the Debt  Issuance  after giving effect to the repayment of the
     revolving credit facility under the Bank Credit Agreement as follows:


Offering proceeds...........................................  $ 200,000
Underwriting discounts, commissions and estimated expenses .     (4,500)
Repayment of revolving credit facility under the Bank
 Credit Agreement...........................................   (162,500)
                                                              -----------
Pro forma adjustment........................................  $  33,000
                                                              ===========


(f)  To record underwriting  discounts and commissions and estimated expenses of
     $4,500.

(g)  To reflect the increase in  indebtedness  resulting  from the Debt Issuance
     after giving effect to the repayment of the revolving credit facility under
     the Bank Credit Agreement as follows:


Indebtedness incurred.......................................  $ 200,000
Repayment of revolving credit facility under the Bank
Credit Agreement............................................   (162,500)
                                                              -----------
Pro forma adjustment........................................  $  37,500
                                                              ===========


(h)  To reflect the incurrence of $570,000 of bank financing in connection  with
     the Heritage Acquisition.

                                       S-6

<PAGE>
                        SINCLAIR BROADCAST GROUP, INC.
                PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                     FOR THE YEAR ENDED DECEMBER 31, 1996
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              SUPERIOR                          RIVER CITY(E)    
                                                   CONSOLIDATED   FLINT     COMMUNICATIONS                   --------------------
                                                    HISTORICAL  TV, INC.(A) GROUP, INC.(B)  KSMO(C)  WSTR(D) RIVER CITY   WSYX   
                                                   ------------ ----------- --------------- ------   ------- ---------- ---------
<S>                                                <C>          <C>         <C>             <C>      <C>     <C>        <C>      
REVENUES:                                                                                                                        
 Station broadcast revenues, net of agency                                                                                       
  commissions ...................................  $346,459     $1,012      $4,431          $ 7,694  $ 7,488 $ 86,869   $(10,783)
 Revenues realized from station barter                                                                                           
  arrangements...................................    32,029                                   2,321    1,715                     
                                                   ------------ ---------   ---------------  ------   ------- ---------- --------
    Total revenues...............................   378,488      1,012       4,431           10,015    9,203   86,869    (10,783)
                                                   ------------ ---------   ---------------  ------   ------- ---------- --------
OPERATING EXPENSES:                                                                                                              
 Program and production..........................    66,652        101         539            1,550      961   10,001       (736)
 Selling, general and administrative.............    75,924        345       2,002            2,194    2,173   39,786     (3,950)
 Expenses realized from barter arrangements......    25,189                                   2,276    1,715                     
 Amortization of program contract costs and net                                                                                  
  realizable value adjustments...................    47,797        125         736              601    1,011    9,721       (458)
 Amortization of deferred compensation...........       739
 Depreciation and amortization of property and                                                                                   
  equipment .....................................    11,711          4         373              374      284    6,294     (1,174)
 Amortization of acquired intangible broadcasting                                                                                
  assets, non-compete and consulting agreements                                                                                  
  and other assets...............................    58,530                    529                        39   14,041     (3,599)
 Amortization of excess syndicated programming...     3,043
                                                   ------------ ---------   ---------------  ------   ------- ---------- --------
    Total operating expenses.....................   289,585        575       4,179            6,995    6,183   79,843     (9,917)
                                                   ------------ ---------   ---------------  ------   ------- ---------- --------
   Broadcast operating income (loss).............    88,903        437         252            3,020    3,020    7,026       (866)
                                                   ------------ ---------   ---------------  ------   ------- ---------- --------
OTHER INCOME (EXPENSE):                                                                                                          
 Interest and amortization of debt discount                                                                                      
  expense........................................   (84,314)                  (457)            (823)  (1,127) (12,352)           
 Interest income.................................     3,136                                               15      195            
 Subsidiary trust minority interest expense......
 Other income (expense)..........................       342         19           4                7              (149)        (8)
                                                   ------------ ---------   ---------------  ------   ------- ---------- --------
   Income (loss) before provision (benefit) for                                                                                  
    income taxes.................................     8,067        456        (201)           2,204    1,908   (5,280)      (874)
PROVISION (BENEFIT) FOR INCOME                                                                                                   
 TAXES...........................................     6,936
                                                   ------------ ---------   ---------------  ------   ------- ---------- --------
NET INCOME (LOSS)................................  $  1,131     $  456      $ (201)         $ 2,204  $ 1,908 $ (5,280)  $   (874)
                                                   ============ =========   ===============  ======   ======= ========== ========
NET INCOME (LOSS) AVAILABLE TO COMMON                                                                                            
 STOCKHOLDERS....................................  $  1,131
                                                   ============
NET INCOME (LOSS) PER COMMON AND COMMON
 EQUIVALENT SHARE................................  $   0.03
                                                   ============
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
 SHARES OUTSTANDING .............................    37,381
                                                   ============
</TABLE>
<TABLE>
                                                                1996                                    DEBT ISSUANCE,   
                                                             ACQUISITIONS   HYTOPS        DEBT         HYTOPS ISSUANCE   
                                                     WYZZ(F) ADJUSTMENTS   ISSUANCE     ISSUANCE    AND 1996 ACQUISITIONS
                                                    -------  -----------  ----------- ------------ ----------------------
<S>                                                 <C>     <C>          <C>          <C>          <C>              
REVENUES:                                                                                                               
 Station broadcast revenues, net of agency                                                                              
  commissions ...................................   $1,838                                         $ 445,008             
 Revenues realized from station barter                                                                                  
  arrangements...................................                                                     36,065
                                                    -------  -----------  ----------- ------------ ----------------------
    Total revenues...............................    1,838                                           481,073             
                                                    -------  -----------  ----------- ------------ ----------------------
OPERATING EXPENSES:                                                                                                     
 Program and production..........................      214                                            79,282             
 Selling, general and administrative.............      702  $ (3,577)(h)                             115,599             
 Expenses realized from barter arrangements......                                                     29,180             
 Amortization of program contract costs and net                                                                         
  realizable value adjustments...................      123                                            59,656             
 Amortization of deferred compensation...........                194 (i)                                 933             
 Depreciation and amortization of property and                                                                          
  equipment .....................................        6      (943)(j)                              16,929             
 Amortization of acquired intangible broadcasting                                                                       
  assets, non-compete and consulting agreements                                                                         
  and other assets...............................        3     4,034 (k) $    500 (p)  $   450 (s)    74,527      
 Amortization of excess syndicated programming...                                                      3,043             
                                                    -------  -----------  ----------- ------------ ----------------------
    Total operating expenses.....................    1,048      (292)         500          450       379,149             
                                                    -------  -----------  ----------- ------------ ----------------------
   Broadcast operating income (loss).............      790       292         (500)        (450)      101,924             
                                                    -------  -----------  ----------- ------------ ----------------------
OTHER INCOME (EXPENSE):                                                                                                 
 Interest and amortization of debt discount                                                                             
  expense........................................            (17,409)(l)   11,820 (q)  (18,000)(t)  (122,662)            
 Interest income.................................             (1,636)(m)                               1,710             
 Subsidiary trust minority interest expense......                         (23,250)(r)                (23,250)            
 Other income (expense)..........................                                                        215             
                                                    -------  -----------  ----------- ------------ ----------------------
   Income (loss) before provision (benefit) for                                                                         
    income taxes.................................      790   (18,753)     (11,930)     (18,450)      (42,063)            
PROVISION (BENEFIT) FOR INCOME                                                                                          
 TAXES...........................................             (7,900)(n)   (4,772)(n)   (7,380)(n)   (13,116)
                                                    -------  -----------  ----------- ------------ ----------------------
NET INCOME (LOSS)................................   $  790  $(10,853)    $ (7,158)    $(11,070)    $ (28,947)           
                                                    =======  ===========  =========== ============ ======================
</TABLE>

                                                   (Continued on following page)

                                       S-7

<PAGE>
                         SINCLAIR BROADCAST GROUP, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                            DEBT ISSUANCE,
                                                       DEBT ISSUANCE,       HERITAGE(G)       HERITAGE     HYTOPS ISSUANCE,    
                                                      HYTOPS ISSUANCE    ------------------ ACQUISITION  1996 ACQUISITIONS AND 
                                                   AND 1996 ACQUISITIONS HERITAGE    KOKH   ADJUSTMENTS  HERITAGE ACQUISITION  
                                                   --------------------- --------  --------- ------------ ---------------------
<S>                                                <C>                   <C>       <C>       <C>          <C>                  
REVENUES:                                                                                                                      
 Station broadcast revenues, net of agency                                                                                     
  commissions ...................................  $ 445,008             $ 95,302  $(7,953)               $  532,357           
 Revenues realized from station barter                                                                                         
  arrangements...................................     36,065                4,292     (178)                   40,179           
                                                   --------------------- --------  --------- ------------ ---------------------
    Total revenues...............................    481,073               99,594   (8,131)                  572,536           
                                                   --------------------- --------  --------- ------------ ---------------------
OPERATING EXPENSES:                                                                                                            
 Program and production..........................     79,282               20,089   (1,871)                   97,500           
 Selling, general and administrative ............    115,599               31,916   (1,722)  $ (1,808)(u)    143,985           
 Expenses realized from barter arrangements .....     29,180                3,478      (70)                   32,588           
 Amortization of program contract costs and net                                                                                
  realizable value adjustments...................     59,656                3,165   (1,208)                   61,613           
 Amortization of deferred compensation...........        933                                                     933           
 Depreciation and amortization of property and                                                                                 
  equipment .....................................     16,929                5,472   (1,022)      (900)(v)     20,479           
 Amortization of acquired intangible broadcasting                                                                              
  assets, non-compete and consulting agreements                                                                                
  and other assets...............................     74,527                8,460     (367)     9,531 (w)     92,151           
 Amortization of excess syndicated programming ..      3,043                                                   3,043           
                                                   --------------------- --------  --------- ------------ ---------------------
    Total operating expenses ....................    379,149               72,580   (6,260)     6,823        452,292           
                                                   --------------------- --------  --------- ------------ ---------------------
   Broadcast operating income (loss).............    101,924               27,014   (1,871)    (6,823)       120,244           
                                                   --------------------- --------  --------- ------------ ---------------------
OTHER INCOME (EXPENSE):                                                                                                        
 Interest and amortization of debt discount                                                                                    
  expense........................................   (122,662)             (17,949)   1,025    (23,621)(x)   (163,207)          
 Gain on sale of station.........................                           6,031                              6,031           
 Interest income ................................      1,710                                                   1,710           
 Subsidiary trust minority interest expense......    (23,250)                                                (23,250)          
 Other income (expense)..........................        215                 (203)                                12           
                                                   --------------------- --------  --------- ------------ ---------------------
   Income (loss) before provision (benefit) for                                                                                
    income taxes.................................    (42,063)              14,893     (846)   (30,444)       (58,460)          
PROVISION (BENEFIT) FOR INCOME                                                                                                 
 TAXES ..........................................    (13,116)               7,853     (466)   (12,178)(n)    (17,907)          
                                                   --------------------- --------  --------- ------------ ---------------------
NET INCOME (LOSS)................................  $ (28,947)            $  7,040  $  (380)  $(18,266)    $  (40,553)          
                                                   ===================== ========  ========= ============ =====================
NET INCOME (LOSS) AVAILABLE TO COMMON                                                                                          
 STOCKHOLDERS ...................................                                                         $  (40,553)          
                                                                                                          =====================
NET INCOME (LOSS) PER COMMON AND COMMON
 EQUIVALENT SHARE................................                                                         $    (1.04)          
                                                                                                          =====================
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
 SHARES OUTSTANDING .............................                                                             39,058 (o)       
                                                                                                          =====================
</TABLE>
<TABLE>
<CAPTION>
                                                                            
                                                                                    DEBT ISSUANCE,     
                                                                                   HYTOPS ISSUANCE,    
                                                                                  1996 ACQUISITIONS,   
                                                    COMMON         PREFERRED    HERITAGE ACQUISITION,  
                                                     STOCK           STOCK       COMMON AND PREFERRED  
                                                    OFFERING(MM)   OFFERING(MM)   STOCK OFFERING       
                                                   ----------      ----------   ---------------------  
<S>                                                <C>             <C>          <C>                    
REVENUES:                                                                                              
 Station broadcast revenues, net of agency                                                             
  commissions ...................................                               $  532,357             
 Revenues realized from station barter                                                                 
  arrangements...................................                                   40,179             
                                                   ----------      ----------   ---------------------  
    Total revenues...............................                                  572,536             
                                                   ----------      ----------   ---------------------  
OPERATING EXPENSES:                                                                                    
 Program and production..........................                                   97,500             
 Selling, general and administrative ............                                  143,985             
 Expenses realized from barter arrangements .....                                   32,588             
 Amortization of program contract costs and net                                                        
  realizable value adjustments...................                                   61,613             
 Amortization of deferred compensation...........                                      933             
 Depreciation and amortization of property and                                                         
  equipment .....................................                                   20,479             
 Amortization of acquired intangible broadcasting                                                      
  assets, non-compete and consulting agreements                                                        
  and other assets...............................                                   92,151             
 Amortization of excess syndicated programming ..                                    3,043             
                                                   ----------      ----------   ---------------------  
    Total operating expenses ....................                                  452,292             
                                                   ----------      ----------   ---------------------  
   Broadcast operating income (loss).............                                  120,244             
                                                   ----------      ----------   ---------------------  
OTHER INCOME (EXPENSE):                                                                                
 Interest and amortization of debt discount                                                            
  expense........................................  $9,330 (y)      $ 9,974(aa)    (143,903)            
 Gain on sale of station.........................                                    6,031             
 Interest income ................................                                    1,710             
 Subsidiary trust minority interest expense......                                  (23,250)            
 Other income (expense)..........................                                       12             
                                                   ----------      ----------   ---------------------  
   Income (loss) before provision (benefit) for                                                        
    income taxes.................................   9,330            9,974         (39,156)            
PROVISION (BENEFIT) FOR INCOME                                                                         
 TAXES ..........................................   3,732 (n)        3,990(n)      (10,185)            
                                                   ----------      ----------   ---------------------  
NET INCOME (LOSS)................................  $5,598          $ 5,984      $  (28,971)            
                                                   ==========      ==========   =====================  
NET INCOME (LOSS) AVAILABLE TO COMMON                                                                  
 STOCKHOLDERS ...................................                               $  (38,346)            
                                                                                =====================  
NET INCOME (LOSS) PER COMMON AND COMMON                                                                
 EQUIVALENT SHARE................................                               $    (0.89)            
                                                                                =====================  
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT                                                          
 SHARES OUTSTANDING .............................                                   43,058 (z)         
                                                                                =====================  
</TABLE>                                                           

                                       S-8

<PAGE>



                        SINCLAIR BROADCAST GROUP, INC.
                PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                    FOR THE SIX MONTHS ENDED JUNE 30, 1997
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     DEBT ISSUANCE     HERITAGE          HERITAGE   
                                             CONSOLIDATED   HYTOPS        DEBT        AND HYTOPS   ------------------   ACQUISITION 
                                              HISTORICAL    ISSUANCE    ISSUANCE       ISSUANCE     HERITAGE   KOKH     ADJUSTMENTS 
                                             ------------ -----------  ------------  ------------- --------- --------- -------------
<S>                                          <C>          <C>          <C>           <C>           <C>       <C>       <C>          
REVENUES:                                                                           
 Station broadcast revenues, net of agency                                          
  commissions .............................  $ 219,701                               $219,701      $46,451   $(3,706)               
 Revenues realized from station barter                                              
  arrangements.............................     19,870                                 19,870        2,430      (125)               
                                             ------------ -----------  ------------  ------------- --------  --------- -------------
    Total revenues.........................    239,571                                239,571       48,881    (3,831)               
                                             ------------ -----------  ------------  ------------- --------  --------- -------------
OPERATING EXPENSES:                                                                 
 Program and production....................     46,760                                 46,760       15,313    (1,150)               
 Selling, general and administrative.......     51,634                                 51,634        9,447      (784)  $   (883)(gg)
 Expenses realized from station barter                                              
  arrangements.............................     16,303                                 16,303        1,849       (62)               
 Amortization of program contract costs and                                         
  net realizable value adjustments.........     30,918                                 30,918          824      (297)               
 Amortization of deferred compensation.....        233                                    233                                       
 Depreciation and amortization of property                                          
  and equipment ...........................      8,340                                  8,340        2,819      (445)      (450)(hh)
 Amortization of acquired intangible                                                
  broadcasting assets, non-compete and                                              
  consulting agreements and other assets...     37,392    $    88 (bb) $    225 (ee)   37,705        4,174      (184)     4,964 (ii)
                                             ------------ -----------  ------------  ------------- -------- --------- ------------- 
    Total operating expenses...............    191,580         88           225       191,893       34,426    (2,922)     3,631     
                                             ------------ -----------  ------------  ------------- -------- --------- ------------- 
   Broadcast operating income (loss).......     47,991        (88)         (225)       47,678       14,455      (909)    (3,631)    
                                             ------------ -----------  ------------  ------------- -------- --------- ------------- 
OTHER INCOME (EXPENSE):                                                             
 Interest and amortization of debt discount                                         
  expense..................................    (51,993)     2,894 (cc)   (9,000)(ff)  (58,099)      (9,979)      425    (10,768)(jj)
 Gain of sale of station...................                                                          9,401                          
 Interest income...........................      1,040                                  1,040                                       
 Subsidiary trust minority interest                                                 
  expense..................................     (7,007)    (4,618)(dd)                (11,625)                                      
 Other income..............................         47                                     47          (98)                         
                                             ------------ -----------  ------------  ------------- -------- --------- ------------- 
   Income (loss) before provision (benefit)                                         
    for income taxes ......................     (9,922)    (1,812)       (9,225)      (20,959)      13,779     (484)    (14,399)    
PROVISION (BENEFIT) FOR INCOME TAXES ......     (4,100)      (725)(n)    (3,690)(n)    (8,515)       7,262     (369)     (5,760)(n) 
                                             ------------ -----------  ------------  ------------- -------- --------- ------------- 
NET INCOME (LOSS)..........................  $  (5,822)   $(1,087)     $ (5,535)     $(12,444)     $ 6,517  $  (115)  $  (8,639)    
                                             ============ ===========  ============  ============= ======== ========= ============= 
NET LOSS AVAILABLE TO COMMON                                                        
 STOCKHOLDERS..............................  $  (5,822)                              $(12,444)                                      
                                             ============                            =============                                  
NET LOSS PER COMMON AND COMMON EQUIVALENT                                           
 SHARE.....................................  $   (0.17)                              $  (0.36)                                      
                                             ============                            =============                                  
WEIGHTED AVERAGE COMMON SHARES                                                      
 OUTSTANDING...............................     34,746                                 34,746                                       
                                             ============                            =============                                  
</TABLE>
<TABLE>
<CAPTION>
                                                   DEBT ISSUANCE        COMMON      PREFERRED        COMMON AND    
                                                  HYTOPS ISSUANCE        STOCK        STOCK        PREFERRED STOCK 
                                             AND HERITAGE ACQUISITION   OFFERING   OFFERING(MM)     OFFERING(MM)   
                                             ------------------------ ----------- ------------- -------------------
<S>                                           <C>                      <C>          <C>         <C>                
REVENUES:                                                                                                          
 Station broadcast revenues, net of agency                                                                         
  commissions .............................   $262,446                                          $ 262,446          
 Revenues realized from station barter                                                                             
  arrangements.............................     22,175                                             22,175          
                                              ------------------------ ----------- ----------- --------------------
    Total revenues.........................    284,621                                            284,621          
                                              ------------------------ ----------- ----------- --------------------
OPERATING EXPENSES:                                                                                                
 Program and production....................     60,923                                             60,923          
 Selling, general and administrative.......     59,414                                             59,414          
 Expenses realized from station barter                                                                             
  arrangements.............................     18,090                                             18,090          
 Amortization of program contract costs and                                                                        
  net realizable value adjustments.........     31,445                                             31,445          
 Amortization of deferred compensation.....        233                                                233          
 Depreciation and amortization of property                                                                         
  and equipment ...........................     10,264                                             10,264          
 Amortization of acquired intangible                                                                               
  broadcasting assets, non-compete and                                                                             
  consulting agreements and other assets...     46,659                                             46,659          
                                             ------------------------ ----------- ----------- ---------------------
    Total operating expenses...............    227,028                                            227,028          
                                             ------------------------ ----------- ----------- ---------------------
   Broadcast operating income (loss).......     57,593                                             57,593          
                                             ------------------------ ----------- ----------- ---------------------
OTHER INCOME (EXPENSE):                                                                                            
 Interest and amortization of debt discount                                                                        
  expense..................................    (78,421)                $4,665 (kk) $4,987 (ll)    (68,769)         
 Gain of sale of station...................      9,401                                              9,401          
 Interest income...........................      1,040                                              1,040          
 Subsidiary trust minority interest                                                                                
  expense..................................    (11,625)                                           (11,625)         
 Other income..............................        (51)                                               (51)         
                                             ------------------------ ----------- ----------- ---------------------
   Income (loss) before provision (benefit)                                                                        
    for income taxes ......................    (22,063)                 4,665       4,987         (12,411)         
PROVISION (BENEFIT) FOR INCOME TAXES ......     (7,382)                 1,866 (n)   1,994 (n)      (3,522)         
                                             ------------------------ ----------- ----------- ---------------------
NET INCOME (LOSS)..........................  $ (14,681)                $2,799      $2,993      $   (8,889)         
                                             ======================== =========== =========== =====================
NET LOSS AVAILABLE TO COMMON                                                                                       
 STOCKHOLDERS..............................  $ (14,681)                                        $  (13,577)         
                                             =======================                                               
NET LOSS PER COMMON AND COMMON EQUIVALENT                                                                          
 SHARE.....................................  $   (0.42)                                        $    (0.35)         
                                             =======================                                               
WEIGHTED AVERAGE COMMON SHARES                                                                                     
 OUTSTANDING...............................     34,769                                             38,769 (z)      
                                             =======================                          =====================
</TABLE>

                                       S-9

<PAGE>

                         SINCLAIR BROADCAST GROUP, INC.
             NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                             (DOLLARS IN THOUSANDS)

(a) The Flint T.V., Inc.  ("Flint-TV") column reflects the results of operations
    for WSMH for the period from January 1, 1996 to February 28, 1996,  the date
    the Flint Acquisition was consummated.

(b) The  Superior  Communications  Group,  Inc.  column  reflects the results of
    operations  for Superior for the period from January 1, 1996 to May 7, 1996,
    the date the Superior Acquisition was consummated.

(c) The KSMO  column  reflects  the  results of  operations  for the period from
    January 1, 1996 to June 30, 1996 as the  transaction was consummated in July
    1996.

(d) The WSTR  column  reflects  the  results of  operations  for the period from
    January  1, 1996 to July 31,  1996 as the  transaction  was  consummated  in
    August 1996.

(e) The River City  column  reflects  the results of  operations  for River City
    (including  KRRT, Inc.) for the period from January 1, 1996 to May 31, 1996,
    the date the River City Acquisition was consummated. The WSYX column removes
    the  results  of WSYX from the  results  of River City for the period as the
    Company has not yet acquired WSYX. See "Business of Sinclair -- Broadcasting
    Acquisition Strategy."

(f) The WYZZ  column  reflects  the  results of  operations  for the period from
    January 1, 1996 to June 30, 1996 as the purchase transaction was consummated
    in July 1996.

(g) The Heritage  column  reflects the results of operations for the period from
    January 1, 1996 to December  31, 1996 for the year ended  December  31, 1996
    Pro Forma Consolidated Statement of Operations and the results of operations
    for the  period  from  January  1, 1997 to June 30,  1997 for the six months
    ended June 30, 1997 Pro Forma Consolidated Statement of Operations. The KOKH
    column  removes the  results of KOKH from the  results of Heritage  for both
    periods to  reflect  the sale of KOKH,  which is  required  pursuant  to the
    Heritage  Acquisition  Agreements  and with respect to which the Company has
    entered  into a  letter  of  intent.  See  "Business  of  Sinclair  --  1997
    Acquisitions."

(h) To adjust River City operating  expenses for non-recurring LMA payments made
    to KRRT,  Inc.  for KRRT,  Inc.  debt  service and to adjust  River City and
    Superior  operating  expenses for employment  contracts and other  corporate
    overhead expenses not assumed at the time of the 1996 Acquisitions.

(i) To  record  compensation  expense  related  to  options  granted  under  the
    Company's Long-Term Incentive Plan:

                                                           YEAR ENDED
                                                           DECEMBER 31,
                                                              1996
                                                          -------------
Compensation expense related to the Long-Term
Incentive Plan on a pro forma basis ....................      $ 933
Less: Compensation expense recorded by the Company
related to the Long-Term Incentive Plan ................       (739)
                                                          -------------
                                                              $ 194
                                                          =============

(j) To record  depreciation  expense  related to  acquired  tangible  assets and
    eliminate depreciation expense recorded by Flint-TV,  Superior,  KSMO, WSTR,
    River City and WYZZ from the period of January 1, 1996  through  the date of
    acquisition. Tangible assets are to be depreciated over lives ranging from 5
    to 29.5 years, calculated as follows:

<TABLE>
<CAPTION>
                                                                                    YEAR ENDED
                                                                                DECEMBER 31, 1996
                                                   --------------------------------------------------------------------------
                                                     FLINT-TV    SUPERIOR     KSMO     WSTR     RIVER CITY    WYZZ     TOTAL
                                                   ----------- ----------- --------- -------- ------------- ------- ---------
<S>                                                <C>         <C>         <C>       <C>      <C>           <C>     <C>
Depreciation expense on acquired tangible assets.  $32         $ 315       $ 240     $ 507    $ 3,965       $159    $ 5,218
Less: Depreciation expense recorded by Flint-TV,
Superior, KSMO, WSTR, River City and WYZZ  ......   (4)         (373)       (374)     (284)    (5,120)        (6)    (6,161)
                                                   ----------- ----------- --------- -------- ------------- ------- ---------
Pro forma adjustment ............................  $28         $ (58)      $(134)    $ 223    $(1,155)      $153    $  (943)
                                                   =========== =========== ========= ======== ============= ======= =========
</TABLE>

(k) To record  amortization  expense related to acquired  intangible  assets and
    deferred  financing  costs and eliminate  amortization  expense  recorded by
    Flint-TV,  Superior,  KSMO,  WSTR,  River  City and WYZZ from the  period of
    January 1, 1996 through  date of  acquisition.  Intangible  assets are to be
    amortized over lives ranging from 1 to 40 years, calculated as follows:

<TABLE>
<CAPTION>
                                                                                    YEAR ENDED
                                                                                DECEMBER 31, 1996
                                                     ----------------------------------------------------------------------
                                                       FLINT-TV   SUPERIOR    KSMO    WSTR   RIVER CITY    WYZZ     TOTAL
                                                     ----------- ---------- ------- ------- ------------ ------- ----------
<S>                                                  <C>         <C>        <C>     <C>     <C>          <C>     <C>
Amortization expense on acquired intangible assets   $167        $ 827      $180    $285    $ 12,060     $99     $ 13,618
Deferred financing costs ..........................                                            1,429                1,429
Less: Amortization expense recorded by Flint-TV,
Superior, KSMO, WSTR, River City and WYZZ  ........    --         (529)       --     (39)    (10,442)     (3)     (11,013)
                                                     ----------- ---------- ------- ------- ------------ ------- ----------
Pro forma adjustment ..............................  $167        $ 298      $180    $246    $  3,047     $96     $  4,034
                                                     =========== ========== ======= ======= ============ ======= ==========
</TABLE>

                                      S-10

<PAGE>



(l) To  record  interest  expense  for  the  year  ended  December  31,  1996 on
    acquisition financing relating to Superior of $59,850 (under the Bank Credit
    Agreement  at 8.0% for four  months),  KSMO and WSTR of $10,425  and $7,881,
    respectively  (both under the Bank Credit Agreement at 8.0% for six months),
    River City (including  KRRT) of $868,300 (under the Bank Credit Agreement at
    8.0% for five  months)  and of $851 for  hedging  agreements  related to the
    River City financing and WYZZ of $20,194 (under the Bank Credit Agreement at
    8.0% for six months) and eliminate  interest expense  recorded.  No interest
    expense  has been  recorded  for  Flint-TV as it has been  assumed  that the
    proceeds from the 1995 Notes were used to purchase Flint-TV.

<TABLE>
<CAPTION>
                                                                                  YEAR ENDED
                                                                              DECEMBER 31, 1996
                                                     -----------------------------------------------------------------
                                                       SUPERIOR     KSMO      WSTR    RIVER CITY     WYZZ       TOTAL
                                                     ----------- --------- --------- ------------ --------- ----------
<S>                                                  <C>         <C>       <C>       <C>          <C>       <C>
Interest expense adjustment as noted above  .......  $(1,596)    $(417)    $ (315)   $(29,032)    $(808)    $(32,168)
Less: Interest expense recorded by Superior, KSMO,
WSTR, River City and WYZZ..........................      457       823      1,127      12,352        --       14,759
                                                     ----------- --------- --------- ------------ --------- ----------
Pro forma adjustment ..............................  $(1,139)    $ 406     $  812    $(16,680)    $(808)    $(17,409)
                                                     =========== ========= ========= ============ ========= ==========
</TABLE>

(m) To  eliminate  interest  income  for the year  ended  December  31,  1996 on
    proceeds  from the sale of the 1995  Notes  due to  assumed  utilization  of
    excess cash for the following acquisitions: Flint-TV, KSMO and WSTR and WYZZ
    of $34,400  (with a  commercial  bank at 5.7% for two  months),  $10,425 and
    $7,881  (both with a  commercial  bank at 5.7% for six  months)  and $20,194
    (with a commercial bank at 5.7% for six months).

<TABLE>
<CAPTION>
                                                                                YEAR ENDED
                                                                            DECEMBER 31, 1996
                                                    -----------------------------------------------------------------
                                                      FLINT-TV     KSMO     WSTR    RIVER CITY     WYZZ      TOTAL
                                                    ----------- --------- -------- ------------ --------- -----------
<S>                                                 <C>         <C>       <C>      <C>          <C>       <C>
Interest income adjustment as noted above  .......  $(327)      $(297)    $(226)   $     --     $(576)    $(1,426)
Less: Interest income recorded by Flint-TV, KSMO,
WSTR, River City and WYZZ.........................        --          --    (15)    (195)             --     (210)
                                                    ----------- --------- -------- ------------ --------- -----------
Pro forma adjustment .............................  $(327)      $(297)    $(241)   $(195)       $(576)    $(1,636)
                                                    =========== ========= ======== ============ ========= ===========

</TABLE>

(n) To record tax provision (benefit) at the applicable statutory tax rates.

(o) Weighted  average  shares  outstanding on a pro forma basis assumes that the
    1,150,000  shares of Series B Preferred  Stock were  converted  to 4,181,818
    shares of Class A Common Stock and the Company's Incentive Stock Options and
    Long-Term Incentive Plan Options were outstanding as of the beginning of the
    period.

(p) To record  amortization  expense on other  assets  that relate to the HYTOPS
    Issuance for one year ($6,000 over 12 years).

(q) To record the net interest expense reduction for 1996 related to application
    of the  HYTOPS  Issuance  proceeds  to the  outstanding  balance  under  the
    revolving  credit  facility offset by an increase in commitment fees for the
    available but unused portion of the revolving  credit  facility for the year
    ended December 31, 1996.

<TABLE>
<CAPTION>
<S>                                                                                <C>
Interest on adjusted borrowing on the revolving credit facility..................  $12,600
Commitment fee on available but unused borrowings of $250,000 of revolving
credit facility at 1/2 of 1% for 12 months.......................................   (1,250)
Commitment fee on available borrowings recorded by the Company...................      470
                                                                                   ----------
Pro forma adjustment.............................................................  $11,820
                                                                                   ==========
</TABLE>

(r) To record  subsidiary  trust  minority  interest  expense for the year ended
    December 31, 1996 ($200,000 aggregate liquidation value of HYTOPS).

(s) To record amortization  expense on other assets for one year ($4,500 over 10
    years). See note (f) of notes to Pro Forma Consolidated Balance Sheet.

(t) To record interest expense on the 1997 Notes for one year ($200,000 at 9%).

(u) To adjust Heritage  operating expenses for corporate overhead expenses which
    the Company does not expect to incur upon its  consummation  of the Heritage
    Acquisition on a going-forward basis.

(v) To record depreciation expense related to acquired tangible assets of $3,550
    and eliminate depreciation expense of $4,450 recorded by Heritage.  Tangible
    assets are to be depreciated over lives ranging from 5 to 29.5 years.

(w) To record  amortization  expense  related to acquired  intangible  assets of
    $17,624 and eliminate  amortization  expense of $8,093 recorded by Heritage.
    Intangible assets are to be amortized over lives ranging from 1 to 40 years.

(x) To record interest  expense on acquisition  financing of $570,000 (under the
    Bank Credit  Agreement at 7 1/4 %), net of $780 of  commitment  fees for the
    available  but  unused  portion  of  the  revolving  credit  facility,   and
    eliminated interest expense of $16,924 recorded by Heritage.

(y) To record the interest expense reduction of $9,938 related to application of
    the Common Stock Offering proceeds to the

                              S-11

<PAGE>

    outstanding  balance  under  the  revolving  credit  facility  offset  by an
    increase in commitment  fees of $608 for the available but unused portion of
    the revolving credit facility.

(z) Weighted  average  shares  outstanding on a pro forma basis assumes that the
    4,000,000  shares of Class A Common  Stock to be issued in the Common  Stock
    Offering were outstanding as of the beginning of the period.

(aa)To record the interest  expense  reduction of $10,518 related to application
    of the Preferred Stock Offering  proceeds to the  outstanding  balance under
    the revolving  credit  facility  offset by an increase in commitment fees of
    $544 for the available but unused portion of the revolving credit facility.

(bb)To record  amortization  expense  on other  assets  that  resulted  from the
    HYTOPS Issuance for six months ($6,000 over 12 years).
<TABLE>
<CAPTION>
<S>                                                                               <C>
Amortization expense on other assets ............................................ $  250
Amortization expense recorded by the Company.....................................   (162)
                                                                                  --------
Pro forma adjustment............................................................. $   88
                                                                                  ========
</TABLE>

(cc)To record the net interest expense reduction for 1997 related to application
    of the  HYTOPS  Issuance  proceeds  to the  outstanding  balance  under  the
    revolving  credit  facility offset by an increase in commitment fees for the
    available  but  unused  portion of the  revolving  credit  facility  for the
    quarter ended June 30, 1997.)

<TABLE>
<CAPTION>
<S>                                                                                <C>
Interest on adjusted borrowing on the revolving credit facility  ................  $3,235
Commitment fee on available but unused borrowings of $250,000 of revolving
credit facility at 1/2 of 1% for six months......................................    (625)
Commitment fee on available borrowings recorded by the Company...................     284
                                                                                   ---------
Pro forma adjustment.............................................................  $2,894
                                                                                   =========
</TABLE>

(dd)To record  subsidiary trust minority  interest expense for the quarter ended
    June 30, 1997 ($200,000 aggregate liquidation value HYTOPS).

<TABLE>
<CAPTION>
<S>                                                                               <C>
Subsidiary trust minority interest expense for six months.......................  $(11,625)
Subsidiary trust minority interest expense made by the Company during the
quarter.........................................................................     7,007
                                                                                  ------------
Pro forma adjustment............................................................  $ (4,618)
                                                                                  ============
</TABLE>

(ee)To record  amortization  expense on other assets for six months ($4,500 over
    10 years). See note (f) of notes to Pro Forma Consolidated Balance Sheet.

(ff)To record  interest  expense on the 1997 Notes for six months  ($200,000  at
    9%).

(gg)To adjust Heritage  operating expenses for corporate overhead expenses which
    the Company does not expect to incur upon its  consummation  of the Heritage
    Acquisition on a going-forward basis.

(hh)To record  depreciation  expenses  related to  acquired  tangible  assets of
    $1,775 and eliminate  depreciation  expense of $2,225  recorded by Heritage.
    Tangible  assets are to be  depreciated  over lives  ranging  from 5 to 29.5
    years.

(ii)To record  amortization  expense  related to acquired  intangible  assets of
    $8,954 and eliminate  amortization  expense of $3,990  recorded by Heritage.
    Intangible assets are to be amortized over lives ranging from 1 to 40 years.

(jj)To record interest  expense on acquisition  financing of $570,000 (under the
    Bank Credit  Agreement at 7 1/4 %), net of $341 of  commitment  fees for the
    available but unused portion of the revolving credit facility, and eliminate
    interest expense of $9,554 recorded by Heritage.

<PAGE>

(kk)To record the interest expense reduction of $4,969 related to application of
    the Common Stock  Offering  proceeds to the  outstanding  balance  under the
    revolving  credit  facility offset by an increase in commitment fees of $304
    for the available but unused portion of the revolving credit facility.

(ll)To record the interest expense reduction of $5,259 related to application of
    the Preferred Stock Offering  proceeds to the outstanding  balance under the
    revolving  credit  facility offset by an increase in commitment fees of $272
    for the available but unused portion of the revolving credit facility.

(mm)There can be no  assurance  that  either the Common  Stock  Offering  or the
    Preferred  Stock  Offering  will  be  consummated,  or  that  if  one of the
    offerings is completed the other offering will also be completed

                                      S-12

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SINCLAIR

INTRODUCTION

     The Company is a  diversified  broadcasting  company  that owns or provides
programming  services  to more  television  stations  than any other  commercial
broadcasting  group in the United States. The Company currently owns or provides
programming  services  pursuant  to  Local  Marketing  Agreements  (LMAs)  to 29
television  stations,  has pending  acquisitions of four  additional  television
stations,  and has pending  acquisitions of the right to provide  programming to
two additional stations. The Company believes it is also one of the top 20 radio
groups in the United States, when measured by the total number of radio stations
owned,  programmed or with which the Company has Joint Sales Agreements  (JSAs).
The Company owns or provides  sales services to 27 radio  stations,  has pending
acquisitions  of 24 radio  stations,  and has  options to acquire an  additional
seven radio stations.

     The  operating  revenues of the Company are derived from local and national
advertisers and, to a much lesser extent, from television network  compensation.
The  Company's  primary  operating  expenses  involved in owning,  operating  or
programming  the television  and radio  stations are  syndicated  program rights
fees, commissions on revenues, employee salaries,  news-gathering and promotion.
Amortization  and  depreciation of costs  associated with the acquisition of the
stations and interest  carrying  charges are significant  factors in determining
the Company's overall profitability.

     Set forth below are the principal types of broadcast  revenues  received by
the Company's stations for the periods indicated and the percentage contribution
of each type to the Company's total gross broadcast revenues:

                               BROADCAST REVENUES
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                              YEARS ENDED DECEMBER 31,
                            -----------------------------------------------------------
                                    1994                1995                1996
                            ------------------- ------------------- -------------------
<S>                         <C>        <C>      <C>        <C>      <C>        <C>
Local/regional
advertising...............  $ 67,881    48.6%   $104,299    47.5%   $199,029    49.4%
National advertising .....    69,374    49.6     113,678    51.7     191,449    47.6
Network compensation .....       302     0.2         442     0.2       3,907     1.0
Political advertising ....     1,593     1.1         197     0.1       6,972     1.7
Production................       696     0.5       1,115     0.5       1,142     0.3
                            ---------- -------- ---------- -------- ---------- --------
Broadcast revenues........   139,846   100.0%    219,731   100.0%    402,499   100.0%
                                       ========            ========            ========
Less: agency commissions .   (21,235)            (31,797)            (56,040)
                            ----------          ----------          ----------
Broadcast revenues, net ..   118,611             187,934             346,459
Barter revenues...........    10,743              18,200              32,029
                            ----------          ----------          ----------
Total revenues............  $129,354            $206,134            $378,488
                            ==========          ==========          ==========
</TABLE>

     The  Company's   primary  types  of  programming   and  their   approximate
percentages  of 1996 net broadcast  revenues were network  programming  (14.1%),
children's   programming  (7.4%)  and  other  syndicated   programming  (56.7%).
Similarly,  the Company's  three largest  categories  of  advertising  and their
approximate  percentages of 1996 net broadcast revenues were automotive (17.4%),
fast food advertising  (9.2%) and movies (5.5%). No other  advertising  category
accounted for more than 5% of the  Company's net broadcast  revenues in 1996. No
individual  advertiser  accounted  for  more  than  5% of any  of the  Company's
individual station's net broadcast revenues in 1996.

                                      S-13

<PAGE>
     The following  table sets forth certain  operating  data of the Company for
the years ended  December 31, 1994,  1995 and 1996 and the six months ended June
30, 1996 and 1997:

                                 OPERATING DATA
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                            SIX MONTHS
                                                         YEARS ENDED DECEMBER 31,         ENDED JUNE 30,
                                                     -------------------------------- ---------------------
                                                        1994       1995       1996       1996       1997
                                                     ---------- ---------- ---------- ---------- ----------
<S>                                                  <C>        <C>        <C>        <C>        <C>
Net broadcast revenues.............................  $118,611   $187,934   $346,459   $117,339   $219,701
Barter revenues....................................    10,743     18,200     32,029      9,571     19,870
                                                     ---------- ---------- ---------- ---------- ----------
Total revenues.....................................   129,354    206,134    378,488    126,910    239,571
                                                     ---------- ---------- ---------- ---------- ----------
Operating expenses, excluding depreciation and
amortization and special bonuses paid to executive
officers...........................................    50,545     80,446    167,765     52,826    114,697
Depreciation and amortization......................    55,587     80,410    118,038     45,493     76,650
Amortization of deferred compensation..............        --         --        739        506        233
Amortization of excess syndicated programming .....        --         --      3,043         --         --
Special bonuses to executive officers..............     3,638         --         --         --         --
                                                     ---------- ---------- ---------- ---------- ----------
Broadcast operating income.........................  $ 19,584   $ 45,278   $ 88,903   $ 28,085   $ 47,991
                                                                ========== ========== ========== ==========

BROADCAST CASH FLOW (BCF) DATA:
Television BCF.....................................  $ 67,519   $111,124   $175,212   $ 63,309   $ 98,032
Radio BCF .........................................        --         --     14,004      1,770      7,568
                                                     ---------- ---------- ---------- ---------- ----------
Consolidated BCF (a)...............................  $ 67,519   $111,124   $189,216   $ 65,079   $105,600
                                                     ========== ========== ========== ========== ==========

Television BCF margin..............................     56.9%      59.1%      56.7%      56.3%      51.2%
Radio BCF margin...................................       --         --       37.3%      36.4%      26.7%
Consolidated BCF margin (b)........................     56.9%      59.1%      54.6%      55.5%      48.1%

OTHER DATA:
Adjusted EBITDA(c).................................  $ 64,547   $105,750   $180,272   $ 62,013   $ 98,615
Adjusted EBITDA margin (b).........................     54.4%      56.3%      52.0%      52.8%      44.9%
After-tax cash flow (d)............................  $ 21,310   $ 46,376   $ 74,441   $ 30,441   $ 32,737
Program contract payments..........................    14,262     19,938     30,451     12,071     26,259
Corporate expense..................................     2,972      5,374      8,944      3,066      6,985
</TABLE>
----------
(a) "Consolidated  BCF" is defined as broadcast  operating income plus corporate
    overhead expenses, special bonuses paid to executive officers,  depreciation
    and amortization  (including film  amortization and amortization of deferred
    compensation  and excess  syndicated  programming),  less cash  payments for
    program contract rights.  Cash program payments represent cash payments made
    for current program  payables and do not  necessarily  correspond to program
    usage.   Special   bonuses  paid  to  executive   officers  are   considered
    non-recurring  expenses. The Company has presented broadcast cash flow data,
    which the Company  believes  are  comparable  to the data  provided by other
    companies in the industry,  because such data are commonly used as a measure
    of performance for broadcast companies.  However,  Consolidated BCF does not
    purport to represent  cash provided by operating  activities as reflected in
    the  Company's  consolidated  statements  of cash flow,  is not a measure of
    financial  performance under generally  accepted  accounting  principles and
    should not be  considered  in isolation  or as a substitute  for measures of
    performance  prepared  in  accordance  with  generally  accepted  accounting
    principles.

(b) "Consolidated  BCF margin" is defined as broadcast  cash flow divided by net
    broadcast  revenues.  "Adjusted EBITDA margin" is defined as Adjusted EBITDA
    divided by net broadcast revenues.

(c) "Adjusted EBITDA" is defined as broadcast cash flow less corporate  expenses
    and is a commonly  used  measure of  performance  for  broadcast  companies.
    Adjusted  EBITDA does not purport to  represent  cash  provided by operating
    activities  as reflected in the  Company's  consolidated  statements of cash
    flows, is not a measure of financial  performance  under generally  accepted
    accounting  principles  and should not be  considered  in  isolation or as a
    substitute for measures of performance prepared in accordance with generally
    accepted accounting principles.

(d) "After-tax cash flow" is defined as net income (loss) plus  depreciation and
    amortization   (excluding  film  amortization),   amortization  of  deferred
    compensation,  and the  deferred  tax  provision  (or minus the deferred tax
    benefit).  After-tax  cash  flow  is  presented  here  not as a  measure  of
    operating  results  and does not  purport  to  represent  cash  provided  by
    operating  activities.  After-tax  cash flow  should  not be  considered  in
    isolation  or as a  substitute  for  measures  of  performance  prepared  in
    accordance with generally accepted accounting principles.

                                      S-14
<PAGE>

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 1996 AND 1997

     Total  revenues  increased to $239.6  million for the six months ended June
30, 1997 from $126.9  million for the six months ended June 30, 1996,  or 88.8%.
After  excluding  the effects of non-cash  barter  transactions,  net  broadcast
revenues for the six months ended June 30, 1997  increased by 87.2% over the six
months ended June 30, 1996. The increase in broadcast revenues was primarily the
result of acquisitions and LMA  transactions  consummated by the Company in 1996
(the "1996  Acquisitions") and, to a lesser extent,  market growth in television
broadcast revenue and television broadcast revenue on a same stations basis.

     Operating  expenses  excluding  depreciation,  amortization  of  intangible
assets and amortization of deferred compensation increased to $114.7 million for
the six months  ended June 30, 1997 from $52.8  million for the six months ended
June 30, 1996, or 117.2%. The increase in expenses for the six months ended June
30,  1997 as  compared  to the six  months  ended  June 30,  1996 was  primarily
attributable to operating costs associated with the 1996 Acquisitions  (92.9% of
increase  for the six  month  period)  and an  increase  in  corporate  overhead
expenses  (6.3% of increase for the six month period)  related  primarily to the
additional expense of managing a larger base of operations.

     Broadcast  operating  income  increased to $48.0 million for the six months
ended June 30, 1997 from $28.1  million for the six months  ended June 30, 1996,
or 70.8%.  The increase in broadcast  operating  income for the six months ended
June 30, 1997 as compared  to the six months  ended June 30, 1996 was  primarily
attributable to the 1996 Acquisitions.

     Interest  expense  increased to $52.0 million for the six months ended June
30, 1997 from $27.6  million for the six months ended June 30,  1996,  or 88.4%.
The  increase  in  interest  expense  for the six  months  ended  June 30,  1997
primarily  related to indebtedness  incurred by the Company to finance the River
City  Acquisition  on May 31,  1996,  other  subsequent  1996  acquisitions  and
acquisitions  consummated in 1997 (the "1997  Acquisitions").  Subsidiary  Trust
Minority Interest Expense of $7.0 million for the six months ended June 30, 1997
is  related  to  the  HYTOPS.   Subsidiary   Trust  Minority   Interest  Expense
distributions will be partially offset by reductions in interest expense because
a  portion  of the  proceeds  of the  sale of the  HYTOPS  was  used  to  reduce
indebtedness under the Company's Bank Credit Agreement.

     Interest  and other  income  decreased  to $1.1  million for the six months
ended June 30, 1997 from $3.2 million for the six months ended June 30, 1996, or
65.6%.  This  decrease was  primarily  due to lower  average  cash  balances and
related interest income.

     The net  deferred  tax asset  increased to $8.2 million as of June 30, 1997
from  $782,000 at December 31, 1996.  The increase in the Company's net deferred
tax asset as of June 30, 1997 as compared to December 31, 1996 primarily results
from the  anticipation  that the pre-tax losses incurred in the first six months
of 1997 will be used to offset future taxable income.

     Net loss for the six months ended June 30, 1997 was $5.8 million or $(0.17)
per share  compared to net income of $1.5 million or $0.04 per share for the six
months ended June 30, 1996.

     Broadcast  cash flow  increased to $105.6  million for the six months ended
June 30, 1997 from $65.1  million  for the six months  ended June 30,  1996,  or
62.2%. This increase in broadcast cash flow primarily resulted from the 1996 and
1997 Acquisitions and, to a lesser extent,  increases in net broadcast  revenues
on a same station basis.  The Company's  broadcast cash flow margin decreased to
48.1% for the six months ended June 30, 1997 from 55.5% for the six months ended
June 30,  1996.  Excluding  the  effect of radio  station  broadcast  cash flow,
television  broadcast  cash flow  margin  decreased  to 51.2% for the six months
ended  June 30,  1997 from 56.3% for the six months  ended  June 30,  1996.  The
decrease in  broadcast  cash flow margins for the six months ended June 30, 1997
as compared to the six months ended June 30, 1996  primarily  resulted  from the
lower  margins of the acquired  radio  broadcasting  assets and lower margins of
certain television stations acquired during 1996. For television stations owned,
operated or programmed for the six months ended June 30, 1996 and the six months
ending June 30,

                                      S-15

<PAGE>


1997,  broadcast cash flow margins increased from 55.5% to 57.0%,  respectively.
This  increase  primarily  resulted  from expense  savings  related to synergies
realized from the 1996  Acquisitions  combined  with  increases in net broadcast
revenue.

     Adjusted  EBITDA  increased to $98.6  million for the six months ended June
30, 1997 from $62.0  million for the six months ended June 30,  1996,  or 59.0%.
This  increase  in  Adjusted  EBITDA for the six months  ended June 30,  1997 as
compared to the six months ended June 30, 1996  resulted  from the 1996 and 1997
Acquisitions.  The Company's  Adjusted EBITDA margin  decreased to 44.9% for the
six  months  ended June 30,  1997 from  52.8% for the six months  ended June 30,
1996.  The decrease in Adjusted  EBITDA margin for the six months ended June 30,
1997 as compared to the six months ended June 30, 1996  primarily  resulted from
operating cost  structures at certain of the acquired  stations and increases in
corporate  overhead  expenses.  The  Company  has  begun to  implement  and will
continue to implement  operating and programming  expense savings resulting from
synergies  realized from the  businesses  acquired in and prior to 1996 and 1997
and  believes  that the  benefits of the  implementation  of these  methods will
result in improvement  in broadcast cash flow margin and Adjusted  EBITDA margin
over time.

     After-tax  cash flow  increased  to $32.7  million for the six months ended
June 30, 1997 from $30.4  million  for the six months  ended June 30,  1996,  or
7.6%. The increase in after-tax cash flow for the six months ended June 30, 1997
as compared to the six months ended June 30, 1996  primarily  resulted  from the
1996 and 1997  Acquisitions  and internal growth,  offset by increased  interest
expense on the debt incurred to consummate  the 1996 and 1997  Acquisitions  and
subsidiary trust minority interest expense related to the HYTOPS Issuance during
March 1997.

YEARS ENDED DECEMBER 31, 1996 AND 1995

     Total revenues  increased to $378.5 million for the year ended December 31,
1996 from  $206.1  million  for the year  ended  December  31,  1995,  or 83.6%.
Excluding the effects of non-cash barter  transactions,  net broadcast  revenues
for the year ended  December  31,  1996  increased  by 84.4% over the year ended
December 31, 1995.  The increase in broadcast  revenues was primarily the result
of  acquisitions  and LMA  transactions  consummated by the Company in 1995 (the
"1995  Acquisitions")  and 1996.  For  stations  owned,  operated or  programmed
throughout 1995 and 1996,  television  broadcast  revenue grew 2.1% for the year
ended  December 31, 1996 when compared to the year ended  December 31, 1995. For
stations  owned,  operated or programmed  throughout  1994 and 1995,  television
broadcast  revenue grew 12.8% for the year ended December 31, 1995 when compared
to the year ended  December  31, 1994.  The  decrease in 1996 revenue  growth as
compared to 1995 revenue growth primarily  resulted from the loss in 1996 of the
Fox  affiliation  at  WTTO  in the  Birmingham  market,  the  loss  of  the  NBC
affiliation  at WRDC in the Raleigh  market and decreases in ratings at WCGV and
WNUV in the Milwaukee and Baltimore markets, respectively.

     Operating  expenses  excluding  depreciation,  amortization  of  intangible
assets  and  amortization  of  deferred   compensation  and  excess   syndicated
programming  costs  increased to $167.8  million for the year ended December 31,
1996 from $80.4  million for the year ended  December 31, 1995,  or 108.7%.  The
increase in  expenses  for the year ended  December  31, 1996 as compared to the
year ended  December  31,  1995 was  largely  attributable  to  operating  costs
associated  with  the  1995  and  1996  Acquisitions,  an  increase  in LMA fees
resulting from LMA transactions and an increase in corporate overhead expenses.

     Broadcast  operating  income  increased to $88.9 million for the year ended
December 31, 1996,  from $45.3 million for the year ended  December 31, 1995, or
96.2%.  The increase in broadcast  operating  income for the year ended December
31,  1996 as  compared  to the  year  ended  December  31,  1995  was  primarily
attributable to the 1995 and 1996 Acquisitions.

     Interest expense increased to $84.3 million for the year ended December 31,
1996 from $39.3  million for the year ended  December 31, 1995,  or 114.5%.  The
increase in interest  expense for the year ended December 31, 1996 was primarily
related to senior bank indebtedness incurred by the Company to finance the River
City Acquisition and other acquisitions.

     Interest  and other  income  decreased  to $3.5  million for the year ended
December  31, 1996 from $4.2 million for the year ended  December  31, 1995,  or
16.7%.  The decrease for the year ended  December 31, 1996 was  primarily due to
lower cash balances and related interest income resulting from cash

                                      S-16

<PAGE>



payments  made in February  1996 when the Company made a $34.4  million  payment
relating  to the WSMH  acquisition  and April 1996 when the  Company  made a $60
million down  payment  relating to the River City  Acquisition.  The decrease in
interest  income was offset by an increase in other  income  resulting  from the
1995 and 1996 Acquisitions.

     For the reasons described above, net income for the year ended December 31,
1996 was $1.1 million or $0.03 per share  compared to net income of $5.0 million
or $0.15 per share for the year ended December 31, 1995 before the extraordinary
loss on early extinguishment of debt.

     Broadcast cash flow increased to $189.2 million for the year ended December
31, 1996 from $111.1 million for the year ended December 31, 1995, or 70.3%. The
increase in broadcast cash flow for the year ended December 31, 1996 as compared
to the year ended  December 31, 1995  primarily  resulted from the 1995 and 1996
Acquisitions.  For stations  owned,  operated or programmed  throughout 1995 and
1996,  broadcast  cash flow grew 1.3% for the year ended  December 31, 1996 when
compared to the year ended  December 31, 1995. For stations  owned,  operated or
programmed throughout 1994 and 1995, broadcast cash flow grew 23.7% for the year
ended  December 31, 1995 when compared to the year ended  December 31, 1994. The
decrease in 1996  broadcast  cash flow growth as compared to 1995 broadcast cash
flow growth  primarily  resulted from the loss in 1996 of the Fox affiliation at
WTTO in the Birmingham  market,  the loss of the NBC  affiliation at WRDC in the
Raleigh  market and  decreases in ratings at WCGV and WNUV in the  Milwaukee and
Baltimore  markets,  respectively.  The  Company's  broadcast  cash flow  margin
decreased to 54.6% for the year ended  December 31, 1996 from 59.1% for the year
ended  December 31, 1995.  Excluding the effect of radio station  broadcast cash
flow,  television  station broadcast cash flow margin decreased to 56.7% for the
year ended  December  31, 1996 as compared to 59.1% for the year ended  December
31,  1995.  The  decrease  in  broadcast  cash flow  margins  for the year ended
December  31,  1996 as compared to the year ended  December  31, 1995  primarily
resulted from the lower margins of the acquired  radio  broadcasting  assets and
lower  margins of certain of the  acquired  television  stations.  For  stations
owned,  operated or programmed  throughout  1996 and 1995,  broadcast  cash flow
margins were  unchanged  when  comparing  the years ended  December 31, 1996 and
1995. The Company believes that margins of certain of the acquired stations will
improve as operating and programming synergies are implemented.

     Adjusted EBITDA increased to $180.3 million for the year ended December 31,
1996 from $105.8  million for the year ended  December 31, 1995,  or 70.4%.  The
increase in Adjusted  EBITDA for the year ended December 31, 1996 as compared to
the year ended  December 31, 1995 resulted from the 1995 and 1996  Acquisitions.
The  Company's  Adjusted  EBITDA  margin  decreased  to 52.0% for the year ended
December 31, 1996 from 56.3% for the year ended  December 31, 1995. The decrease
in Adjusted  EBITDA  margins for the year ended December 31, 1996 as compared to
the year ended December 31, 1995 primarily  resulted from higher operating costs
at certain of the acquired stations. The Company has begun to implement and will
continue  to  implement  operating  and  programming  synergies  throughout  the
businesses acquired in and prior to 1996. The Company believes that the benefits
of the  implementation  of these methods will result in improvement in broadcast
cash flow and Adjusted EBITDA margins in future periods.

     After-tax  cash flow increased to $74.4 million for the year ended December
31, 1996 from $46.4 million for the year ended December 31, 1995, or 60.3%.  The
increase in after-tax cash flow for the year ended December 31, 1996 as compared
to the year ended  December 31, 1995  primarily  resulted from the 1995 and 1996
Acquisitions offset by interest expense on the debt incurred to consummate these
acquisitions.

YEARS ENDED DECEMBER 31, 1995 AND 1994

     Total revenues  increased to $206.1 million for the year ended December 31,
1995,  from $129.4 million for the year ended December 31, 1994, or 59.3%.  This
increase  includes  revenues  from  the  acquisitions  of WTVZ  and WLFL and the
entering into LMA agreements with WABM and WDBB. This increase also includes the
first  full  year of  revenues  from  the  acquisition  of WCGV and WTTO and the
entering into LMA agreements with WNUV, WVTV and FSFA (the "1994 Acquisitions").
Excluding the effect of non-cash  barter  transactions,  net broadcast  revenues
increased  to $187.9  million for the year ended  December  31, 1995 from $118.6
million for the year ended December 31, 1994, or 58.4%.

                                      S-17

<PAGE>


     These  increases in net broadcast  revenues were  primarily a result of the
1994 and 1995 Acquisitions and LMA transactions  consummated by the Company,  as
well as television  broadcast  revenue growth in each of the Company's  markets.
WPGH,  the  Pittsburgh  Fox  affiliate,  achieved in excess of 14% net broadcast
revenue  growth for the year ended  December  31,  1995 as  compared to the year
ended  December 31, 1994.  This  increase was  primarily  attributable  to a new
metered  rating  service  that  began in May 1995 which  significantly  improved
WPGH's market rating.  WBFF, the Fox affiliate in Baltimore and WCGV, the former
Fox affiliate, now a UPN affiliate in Milwaukee,  both achieved in excess of 10%
net broadcast  revenue  growth as these stations began to realize the advantages
of having an LMA in these markets.

     Operating  expenses  excluding  depreciation  and  amortization and special
bonuses paid to executive officers increased to $80.4 million for the year ended
December 31, 1995 from $50.5 million for the year ended December 31, 1994. These
increases  in expenses  were  primarily  attributable  to increases in operating
expenses  relating to the 1994 and 1995  Acquisitions,  including the payment of
LMA fees  which  increased  to  approximately  $5.6  million  for the year ended
December  31, 1995 as compared to $1.1  million for the year ended  December 31,
1994.  Corporate  overhead expenses  increased 80.8% for the year ended December
31, 1995 as compared to the year ended  December  31,  1994.  This  increase was
primarily  due to  expenses  associated  with  being  a  public  company  (i.e.,
directors and officers  insurance,  travel expenses and  professional  fees) and
executive  bonus  accruals  for bonuses  which were paid based on  achieving  in
excess of 20% growth  percentages in pro forma  broadcast cash flow for the year
1995 compared to 1994.

     Broadcast  operating  income  increased to $45.3 million for the year ended
December 31, 1995 from $19.6  million for the year ended  December 31, 1994,  or
131.1%.  This increase in broadcast  operating  income was primarily a result of
the 1994 and 1995 Acquisitions and an increase in television  broadcast revenues
in each of the Company's  markets,  partially  offset by increased  amortization
expenses related to these acquisitions.

     Interest expense increased to $39.3 million for the year ended December 31,
1995 from $25.4  million for the year ended  December  31, 1994,  or 54.7%.  The
major  component of this increase in interest  expense was increased  borrowings
under the Bank  Credit  Agreement  to  finance  the 1994 and 1995  Acquisitions.
During August 1995, the Company issued $300 million of Senior Subordinated Notes
and used a portion of the net proceeds to repay outstanding  indebtedness  under
the  Bank  Credit  Agreement  and the  remainder  provided  an  increase  to the
Company's cash balances of  approximately  $91.4 million.  The interest  expense
related to these notes was  approximately  $10.0 million in 1995.  This increase
was partially  offset by the  application  of the net proceeds of an offering of
Class A Common  Stock to reduce a  portion  of the  indebtedness  under the Bank
Credit Agreement during June 1995. Interest expense was also reduced as a result
of the  application  of net cash  flow  from  operating  activities  to  further
decrease borrowings under the Bank Credit Agreement.

     Interest  and other  income  increased  to $4.2  million for the year ended
December  31, 1995 from $2.4 million for the year ended  December  31, 1994,  or
75.0%.  This increase in interest income primarily  resulted from an increase in
cash  balances  that  remained  from the proceeds of Senior  Subordinated  Notes
issued in August 1995. Income (loss) before benefit (provision) for income taxes
and  extraordinary  item increased to income of $10.2 million for the year ended
December  31, 1995 from a loss of $3.4  million for the year ended  December 31,
1994.

     Net income available to common  shareholders  improved to income of $76,000
for the year ended  December  31, 1995 from a loss of $2.7  million for the year
ended  December 31, 1994. In August 1995,  the Company  consummated  the sale of
$300 million of Senior Subordinated Notes generating net proceeds to the Company
of $293.2  million.  The net proceeds of this  offering  were  utilized to repay
outstanding  indebtedness under the Bank Credit Agreement of $201.8 million with
the remainder being retained for general corporate purposes including  potential
future   acquisitions.   In  conjunction   with  the  early  retirement  of  the
indebtedness   under  the  Bank  Credit  Agreement,   the  Company  recorded  an
extraordinary loss of $4.9 million net of a tax benefit of $3.4 million, related
to the write-off of deferred financing costs under the Bank Credit Agreement.

                                      S-18

<PAGE>


     Broadcast cash flow increased to $111.1 million for the year ended December
31, 1995 from $67.5 million for the year ended December 31, 1994, or 64.6%. This
increase  in  broadcast  cash  flow  was  primarily  due to the  1994  and  1995
Acquisitions, growth in market revenues and a reduction in program payments as a
percentage  of net broadcast  revenues to 10.6% for the year ended  December 31,
1995 from 12.0% for the year ended December 31, 1994.

     Adjusted EBITDA increased to $105.8 million for the year ended December 31,
1995  from  $64.6  million  for the year  ended  December  31,  1994,  or 63.8%,
consistent with the growth in broadcast cash flow. After tax cash flow increased
to $46.4 million for the year ended December 31, 1995 from $21.3 million for the
year ended December 31, 1994, or 117.8%.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 1997,  the Company had $2.7  million in cash  balances and a
working capital deficit of  approximately  $9.3 million.  The Company's  working
capital deficit primarily results from the accelerated method of amortization of
program  contract  costs  and the  even  payment  streams  of  program  contract
liabilities.  Excluding the effect of current program contract costs and current
program contract  liabilities,  the Company's  working capital at June 30, 1997,
would have been $5.7 million.  The Company's primary source of liquidity is cash
provided by operations and availability  under the Bank Credit Agreement.  As of
August 11, 1997,  the Company's  cash balances were  approximately  $1.9 million
with  approximately  $254 million  available for borrowing under the Bank Credit
Agreement.  In addition, the Bank Credit Agreement provides for a Tranche C term
loan in the amount of up to $400 million  which can be utilized upon approval by
the agent bank and the raising of sufficient  commitments from banks to fund the
additional loans. In July 1997, the Company entered into a purchase agreement to
acquire the license and non-license assets of the radio and television  stations
of Heritage for $630 million and made a cash down payment of $63.0 million.  The
Company  has  entered  into a  letter  of  intent  to sell  one of the  Heritage
television  stations for $60 million (the sale of which is required  pursuant to
the  acquisition  agreement  relating to the remaining  Heritage  television and
radio  properties).  The Company  anticipates  that it will finance the Heritage
acquisition through additional bank financing  (including a draw under Tranche C
described  above) or through a  combination  of  additional  bank  financing and
proceeds from an offering of securities.

     Net cash flows from operating activities increased to $42.5 million for the
six months ended June 30, 1997 from $26.4  million for the six months ended June
30,  1996.  The  Company  made income tax  payments of $5.3  million for the six
months  ended June 30, 1997 as compared to $5.6 million for the six months ended
June  30,  1996  due  to  anticipated   tax  benefits   generated  by  the  1996
Acquisitions.  The Company made interest payments on outstanding indebtedness of
$55.7  million  during the six months  ended June 30,  1997 as compared to $29.5
million for the six months ended June 30, 1996. Additional interest payments for
the six months  ended June 30, 1997 as compared to the six months ended June 30,
1996 primarily related to additional interest costs on indebtedness  incurred to
finance  the 1996  Acquisitions.  The Company  made  subsidiary  trust  minority
interest expense payments of $6.0 million for the six months ended June 30, 1997
related to the private placement of the HYTOPS completed in March 1997.  Program
rights  payments  increased  to $26.3  million for the six months ended June 30,
1997 from $12.1  million for the six months ended June 30, 1996,  primarily as a
result of the 1996 Acquisitions.

     Net cash flows used in investing activities decreased to $112.4 million for
the six months ended June 30, 1997 from $942.1  million for the six months ended
June 30,  1996.  During  January  1997,  the Company  purchased  the license and
non-license  assets of WWFH-FM and  WILP-AM in  Wilkes-Barre,  Pennsylvania  for
approximately  $770,000.  In  January  and March  1997,  the  Company  made cash
payments of $9.0 million and $1.5  million  relating to the  acquisition  of the
license and non-license assets of KUPN-TV and WGR-AM and WWWS-AM,  respectively,
utilizing  indebtedness  under  the Bank  Credit  Agreement  and  existing  cash
balances.  In May 1997, the Company made cash payments of $78 million to acquire
the license and non-license  assets of KUPN-TV utilizing  indebtedness under the
Bank Credit  Agreement and existing cash  balances.  During the six months ended
June 30,  1997,  the Company made  purchase  option  extension  payments of $6.5
million  relating to WSYX-TV.  The Company made  payments  totaling $8.5 million
during  the six  months  ended  June 30,  1997 in order to  exercise  options to
acquire certain

                                      S-19

<PAGE>


FCC  licenses.  The Company made  payments  for  property and  equipment of $8.3
million  for the six months  ended June 30,  1997.  In July  1997,  the  Company
entered into a purchase  agreement to acquire the license and non-license assets
of the television and radio stations of Heritage and made a cash down payment of
$63.0 million.  The Company  anticipates  that future  requirements  for capital
expenditures will also include other  acquisitions if suitable  acquisitions can
be identified on acceptable terms and capital  expenditures  incurred during the
ordinary course of business.

     Net cash flows provided by financing  activities decreased to $70.3 million
for the six months  ended June 30, 1997 from  $807.4  million for the six months
ended June 30, 1996. In March 1997, the Company completed a private placement of
the HYTOPS.  The  Company  utilized  $135  million of the  approximately  $193.4
million  net  proceeds  of the HYTOPS  Issuance  to repay  outstanding  debt and
retained the remainder for general corporate purposes. The Company made payments
totaling $4.6 million to repurchase  186,000  shares of Class A Common Stock for
the six months ended June 30, 1997.  In May 1997,  the Company made  payments of
$4.7  million  related to the  amendment  of its Bank Credit  Agreement.  In the
fourth  quarter of 1996,  the Company  negotiated  the  prepayment of syndicated
program contract  liabilities for excess syndicated  programming  assets. In the
first  quarter of 1997,  the Company  made final cash  payments of $1.4  million
related to these  negotiations.  In July 1997, the Company issued the 1997 Notes
using  $162.5  million  of the  approximately  $196  million  proceeds  to repay
outstanding  indebtedness  under the revolving  credit  facility  under the Bank
Credit  Agreement  and using the  remainder  to pay a portion of the $63 million
cash down payment relating to the Heritage Acquisition.

     The Company anticipates that funds from operations,  existing cash balances
and  availability  of the  revolving  credit  facility  under  the  Bank  Credit
Agreement will be sufficient to meet its working  capital,  capital  expenditure
commitments and debt service  requirements for the foreseeable future.  However,
to the  extent  such  funds are not  sufficient,  or if the  Company  commits to
additional capital expenditures (including additional acquisitions), the Company
may need to incur additional  indebtedness,  refinance existing  indebtedness or
raise funds from the sale of additional  equity.  The Bank Credit  Agreement and
the indentures  relating to the Company's 9% Senior Subordinated Notes due 2007,
10% Senior  Subordinated  Notes due 2003 and 10% Senior  Subordinated  Notes due
2005 restrict the incurrence of additional  indebtedness and the use of proceeds
of an equity issuance.  On August 22, 1997, the Company filed a $1 billion shelf
registration  statement  covering the issuance of the Company's debt securities,
preferred  stock and common  stock,  and on August 27, 1997 the Company filed an
amendment to the registration  statement  containing  supplemental  prospectuses
relating to the  offering  of  4,000,000  shares of Class A Common  Stock by the
Company  (and  1,300,000  shares  of Class A Common  Stock  by  certain  selling
stockholders)  and  relating  to the  sale  of  3,000,000  shares  of  Series  D
Convertible  Exchangeable Preferred Stock with an aggregate liquidation value of
$150,000,000. If these offerings are completed, a portion of the net proceeds to
the Company from the offerings will be used to repay existing  borrowings  under
the revolving credit facility under the Bank Credit Agreement, and the remainder
of the net  proceeds  will be retained  by the  Company  for  general  corporate
purposes,  including funding the Heritage  Acquisition,  which is anticipated to
close  in the  first  quarter  of  1998,  and  other  acquisitions  if  suitable
acquisitions can be identified on acceptable  terms. See "Business of Sinclair -
1997 Acquisitions."

INCOME TAXES

     Income tax benefit  increased to $4.1 million for the six months ended June
30, 1997 from a  provision  of $2.1  million  for the six months  ended June 30,
1996.  The Company's  effective tax rate decreased to a benefit of 41.3% for the
six months  ended  June 30,  1997 from a  provision  of 58.2% for the six months
ended June 30, 1996. The net deferred tax asset  increased to $8.2 million as of
June 30, 1997 from $782,000 at December 31, 1996.  The increase in the Company's
net  deferred  tax asset as of June 30, 1997 as  compared  to December  31, 1996
primarily resulted from the anticipation that the pre-tax losses incurred in the
first six months of 1997 will be used to offset future taxable income.

     The Company's  income tax provision  increased to $6.9 million for the year
ended  December 31, 1996 from $5.2 million for the year ended December 31, 1995.
The Company's  effective tax rate  increased to 86% for the year ended  December
31, 1996 from 51% for the year ended  December  31,  1995.  The increase for the
year ended  December  31, 1996 as compared to the year ended  December  31, 1995
primarily  related to certain  financial  reporting  and income tax  differences
attributable  to certain 1995 and 1996  Acquisitions,  and state franchise taxes
which are independent of pre-tax income.

                                      S-20

<PAGE>


     The net  deferred  tax asset  decreased to $782,000 as of December 31, 1996
from $21.0  million at December 31,  1995.  The  decrease in the  Company's  net
deferred  tax asset as of December  31, 1996 as compared to December 31, 1995 is
primarily due to the Company recording deferred tax liabilities of $18.1 million
relating to the acquisition of all of the  outstanding  stock of Superior in May
1996,   adjustments   related  to  certain  1995  acquisitions,   and  resulting
differences between the book and tax basis of the underlying assets.

     A $1.8 million net tax provision and a $647,000 tax benefit was  recognized
for the years ended December 31, 1995 and December 31, 1994,  respectively.  The
provision  for the year ended  December  31, 1995 was  comprised of $5.2 million
provision relating to the Company's income before provision for income taxes and
extraordinary  item offset by a $3.4 million income tax benefit  relating to the
extraordinary  loss on early  extinguishment  of  debt.  The  $5.2  million  tax
provision  reflects a 51%  effective  tax rate for the year ended  December  31,
1995,   which  is  higher  than  the  statutory   rate   primarily  due  to  the
non-deductibility  of goodwill  relating to the  repurchase  of Common  Stock in
1990.  The income tax benefit for the year ended  December 31, 1994 was 19.1% of
the  Company's  loss  before  income  taxes,  which  is lower  than the  benefit
calculated  at  statutory  rates  primarily  due  to   non-deductible   goodwill
amortization.  After giving effect to these changes the Company had net deferred
tax assets of $21.0  million at December 31, 1995 and $12.5  million at December
31, 1994, respectively.

SEASONALITY

     The Company's results usually are subject to seasonal  fluctuations,  which
result in fourth quarter  broadcast  operating income usually being greater than
first,  second and third quarter broadcast operating income. This seasonality is
primarily  attributable to increased expenditures by advertisers in anticipation
of holiday season spending and an increase in viewership during this period.



                                      S-21

<PAGE>


                                INDUSTRY OVERVIEW

TELEVISION BROADCASTING

     Commercial   television   stations  in  the  United  States  are  typically
affiliated with one of six television networks, which are at different stages of
development.   The  networks  are  differentiated  in  part  by  the  amount  of
programming  they provide their  affiliates  each week and by the length of time
they have been in operation. These networks are ABC, CBS, NBC, FOX, WB, and UPN.
The ABC, CBS, and NBC networks (the  "Traditional  Networks") have a substantial
number of affiliated  stations,  have been in operation for the longest time and
provide the majority of their affiliates'  programming each day. Fox established
an affiliate  network in the mid-'80s and provides fewer hours of prime-time and
daytime  programming  than the  Traditional  Networks.  WB and UPN,  the  newest
television networks,  will soon increase their prime-time programming from three
to four nights and also provide a number of hours of children's programming each
week. Television stations affiliated with Fox, WB, or UPN have more hours of the
day to  program  and  consequently  have more  commercial  inventory  to sell to
advertisers.

     Each   Traditional   Network  provides  the  majority  of  its  affiliates'
programming  each day without  charge in exchange for a substantial  majority of
the  available  advertising  time in the  programs  supplied.  Each  Traditional
Network  sells this  advertising  time and retains the  revenue.  The  affiliate
receives  compensation from the Traditional Network and retains the revenue from
time sold during breaks in and between  network  programs and in programming the
affiliate produces or purchases from non-network sources.

     In contrast,  a station that is not affiliated  with a Traditional  Network
supplies  over-the-air  programming  by acquiring  rights to broadcast  programs
through syndication.  This syndicated  programming is generally acquired by such
stations for cash and barter.  Those  stations  that  acquire a program  through
syndication  are  usually  given  exclusive  rights to show the  program  in the
station's  market  for either a period of years or a number of  episodes  agreed
upon  between  the  station  and the  syndicator  of the  programming.  Types of
syndicated  programs aired on these  stations  include  feature  films,  popular
series  previously  shown on network  television and series  produced for direct
distribution to television stations.

     Fox has  established  a network of  television  stations that operates on a
basis similar to the  Traditional  Networks.  However,  the 15 hours per week of
prime-time  programming supplied by Fox to its affiliates are significantly less
than that of the Traditional  Networks and, as a result, Fox affiliates retain a
significantly  higher  portion of the available  inventory of broadcast time for
their own use than Traditional Network affiliates.  As of December 31, 1996, Fox
had 169 affiliated stations broadcasting to 95.0% of U.S. television households.

     During 1994, WB established  an  affiliation of independent  stations which
began  broadcasting  in January  1995 and  operates  on a basis  similar to Fox.
However, WB currently supplies only six hours of prime-time programming per week
to its affiliates (which will increase to eight hours per week in January 1998),
which is  significantly  less than that of Fox and, as a result,  WB  affiliates
retain a  significantly  higher portion of the available  inventory of broadcast
time for their own use than affiliates of Fox or the Traditional Networks. As of
December 31, 1996, WB had 96 affiliated  stations  broadcasting to 86.0% of U.S.
television households, including cable coverage provided by WGN-TV.

     During 1994, UPN  established  an  affiliation  of  independent  television
stations  that began  broadcasting  in January  1995.  The amount of  prime-time
programming  supplied by UPN to its affiliates in January 1997 was six hours per
week,  which will be  increased in the 1997 fall season to eight hours per week.
As of December 31, 1996, UPN had 91 affiliated stations broadcasting to 73.9% of
U.S. television households, excluding secondary affiliations.

     Television  stations  derive  their  revenues  primarily  from  the sale of
national,  regional  and local  advertising.  All  network-affiliated  stations,
including  those  affiliated  with Fox and  others,  are  required to carry spot
advertising  sold by their  networks.  This  reduces  the amount of  advertising
available  for  sale  directly  by  the  network-affiliated   stations.  Network
affiliates  generally are compensated for the broadcast of network  advertising.
The  compensation  paid  is  negotiated,  station-by-station,  based  on a fixed
formula,  subject  to certain  adjustments.  Stations  directly  sell all of the
remaining advertising to be

                                      S-22

<PAGE>


inserted  in  network  programming  and all of the  advertising  in  non-network
programming,  retaining  all  of the  revenues  received  from  these  sales  of
advertising,  less any  commissions  paid.  Through barter and  cash-plus-barter
arrangements,  however,  a national  syndicated  program  distributor  typically
retains a portion of the available advertising time for programming it supplies,
in exchange for no or reduced fees to the station for such programming.

     Advertisers  wishing to reach a national  audience  usually  purchase  time
directly  from  the  Traditional  Networks,  the Fox  network,  UPN,  or WB,  or
advertise nationwide on an ad hoc basis.  National advertisers who wish to reach
a particular regional or local audience buy advertising time directly from local
stations through national advertising sales representative firms.  Additionally,
local  businesses  purchase  advertising  time directly from the stations' local
sales staff.  Advertising rates are based upon factors which include the size of
the DMA in which the station operates,  a program's popularity among the viewers
that an advertiser  wishes to attract,  the number of advertisers  competing for
the  available  time,  demographic  characteristics  of the  DMA  served  by the
station,  the  availability  of  alternative   advertising  media  in  the  DMA,
aggressive  and  knowledgeable  sales  forces and the  development  of projects,
features and marketing  programs that tie  advertiser  messages to  programming.
Because broadcast television stations rely on advertising revenues,  declines in
advertising budgets, particularly in recessionary periods, will adversely affect
the  broadcast  business.  Conversely,  increases  in  advertising  budgets  may
contribute to an increase in the revenue and operating cash flow of a particular
broadcast television station.

     Information  regarding  competition in the television broadcast industry is
set forth under "Business of Sinclair -- Competition."

RADIO BROADCASTING

     The  primary  source  of  revenues  for  radio  stations  is  the  sale  of
advertising  time to local and national spot  advertisers  and national  network
advertisers.  During the past decade,  local advertising revenue as a percentage
of  total  radio  advertising   revenue  in  a  given  market  has  ranged  from
approximately 79% to 82%. The growth in total radio advertising revenue tends to
be  fairly  stable  and has  generally  grown at a rate  faster  than the  Gross
Domestic Product ("GDP").  Total domestic radio  advertising  revenue reached an
all-time  record of $12.3 billion in 1996, as reported by the Radio  Advertising
Bureau (the "RAB").

     According to the RAB's Radio Marketing Guide and Fact Book for Advertisers,
1997, radio reaches  approximately 95% of all Americans over the age of 12 every
week.  More than one half of all radio  listening is done  outside the home,  in
contrast  to  other  advertising   media.  The  average  adult  listener  spends
approximately  three hours and 20 minutes per weekday  listening to radio.  Most
radio  listening  occurs  during the  morning,  particularly  between the time a
listener  wakes up and the time the listener  reaches work.  This "morning drive
time"  period  reaches  more  than 80% of  people  over the age of 12 and,  as a
result,  radio advertising sold during this period achieves premium  advertising
rates.  Radio  listeners  have  gradually  shifted  over the years from AM to FM
stations.  FM  reception,  as compared to AM, is generally  clearer and provides
greater total range and higher fidelity, except for so-called "clear channel" AM
radio  stations,  which have the maximum range of any type of station and can be
very  successful  in the  news/talk/sports  format.  In  comparison  to AM, FM's
listener  share is now in excess of 75%,  despite the fact that the number of AM
and FM commercial stations in the United States is approximately equal.

     Radio  is  considered  an  efficient,   cost-effective  means  of  reaching
specifically identified demographic groups. Stations are typically classified by
their on-air format, such as country, adult contemporary,  oldies and news/talk.
A  station's  format  and style of  presentation  enable  it to  target  certain
demographics.  By  capturing  a  specific  share of a market's  radio  listening
audience, with particular concentration in a targeted demographic,  a station is
able to market its broadcasting time to advertisers  seeking to reach a specific
audience.  Advertisers and stations utilize data published by audience measuring
services,  such as  Arbitron,  to  estimate  how many people  within  particular
geographical markets and demographics listen to specific stations.

     The number of  advertisements  that can be broadcast  without  jeopardizing
listening levels (and the resulting ratings) is limited in part by the format of
a particular station and the local competitive envi

                                      S-23

<PAGE>



ronment.  Although the number of  advertisements  broadcast  during a given time
period may vary,  the total number of  advertisements  broadcast on a particular
station generally does not vary significantly from year to year.

     A  station's  local  sales staff  generates  the  majority of its local and
regional  advertising  sales through direct  solicitations of local  advertising
agencies and  businesses.  To generate  national  advertising  sales,  a station
usually will engage a firm that  specializes  in  soliciting  radio  advertising
sales on a national level.  National sales  representatives  obtain  advertising
principally from  advertising  agencies located outside the station's market and
receive commissions based on the revenue from the advertising obtained.

     Information  regarding  competition in the radio broadcast  industry is set
forth under "Business of Sinclair -- Competition."



                                      S-24

<PAGE>


                              BUSINESS OF SINCLAIR

     The Company is a  diversified  broadcasting  company  that owns or provides
programming  services  to more  television  stations  than any other  commercial
broadcasting  group in the United States. The Company currently owns or provides
programming  services  pursuant  to  Local  Marketing  Agreements  (LMAs)  to 29
television  stations,  has pending  acquisitions of four  additional  television
stations,  and has pending  acquisitions of the rights to provide programming to
two additional  television stations.  The Company believes it is also one of the
top 20 radio groups in the United  States,  when measured by the total number of
radio  stations  owned,  programmed  or with which the  Company  has Joint Sales
Agreements  (JSAs).  The  Company  owns or provides  sales  services to 27 radio
stations,  has pending  acquisitions  of 24 radio  stations,  and has options to
acquire an additional seven radio stations.  The Company has entered  into an
agreement to sell or swap three of the radio stations it currently owns.

     The 29  television  stations the Company owns or programs  pursuant to LMAs
are located in 21 geographically diverse markets, with 23 of the stations in the
top 51 television DMAs in the United States.  The Company's  television  station
group is diverse in network affiliation,  with ten stations affiliated with Fox,
12 with UPN, three with WB, two with ABC and one with CBS. One station  operates
as an  independent.  The Company has recently  entered into an agreement with WB
pursuant to which seven of its stations  would switch  affiliations  to, and one
independent  station  would  become  affiliated  with,  WB.  See "--  Television
Broadcasting -- Programming and Affiliations," below.

     The Company's  radio station  group is also  geographically  diverse with a
variety of  programming  formats  including  country,  urban,  news/talk/sports,
album/progressive  rock  and  adult  contemporary.  Of  the 27  stations  owned,
programmed  or with which the Company has a JSA, 12 broadcast on the AM band and
15 on the FM band.  The  Company  owns,  programs  or has a JSA with from two to
eight stations in all but one of the eight radio markets it serves.

     The Company has undergone rapid and  significant  growth over the course of
the last six years. Since 1991, the Company has increased the number of stations
it owns or provides services to from three television  stations to 29 television
stations and 27 radio  stations.  From 1991 to 1996, net broadcast  revenues and
Adjusted  EBITDA  increased  from $39.7 million to $346.5 million and from $15.5
million to $180.3 million, respectively. Pro forma for the 1996 Acquisitions and
the Heritage Acquisition,  1996 net broadcast revenues and Adjusted EBITDA would
have been $532.4 million and $246.3 million, respectively.


                                      S-25

<PAGE>


TELEVISION BROADCASTING

   The Company  owns and  operates,  provides  programming  services  to, or has
agreed to acquire the following television stations:

<TABLE>
<CAPTION>
                                                                                       NUMBER OF
                                                                                      COMMERCIAL               EXPIRATION
                            MARKET                                                    STATIONS IN   STATION      DATE OF
          MARKET            RANK(A)  STATIONS    STATUS(B)   CHANNEL   AFFILIATION   THE MARKET(C)  RANK(D)    FCC LICENSE
-------------------------  -------- ---------- ------------ --------- ------------- -------------- --------- --------------
<S>                        <C>      <C>        <C>          <C>       <C>           <C>            <C>       <C>
Pittsburgh,
Pennsylvania.............   19      WPGH       O&O          53        FOX           6               4          8/1/99
                                    WPTT       LMA          22        UPN                           5          8/1/99
Sacramento, California ..   20      KOVR       O&O          13        CBS           8               3          2/1/99
St. Louis, Missouri......   21      KDNL       O&O          30        ABC           7               5          2/1/98
Baltimore, Maryland......   23      WBFF       O&O          45        FOX           5               4         10/1/04
                                    WNUV       LMA          54        UPN                           5         10/1/04
Indianapolis, Indiana ...   25      WTTV       LMA(e)        4        UPN           8               4          8/1/97 (f)
                                    WTTK       LMA(e)(g)    29        UPN                           4          8/1/97 (f)
Raleigh-Durham,
North Carolina              29      WLFL       O&O          22        FOX           5               3         12/1/04
                                    WRDC       LMA          28        UPN                           5         12/1/04
Cincinnati, Ohio.........   30      WSTR       O&O          64        UPN           5               5         10/1/97 (f)
Milwaukee, Wisconsin ....   31      WCGV       O&O          24        UPN           6               4         12/1/97 (f)
                                    WVTV       LMA          18        WB                            5         12/1/97 (f)
Kansas City, Missouri ...   32      KSMO       O&O          62        UPN           5               5          2/1/98
Columbus, Ohio...........   34      WTTE       O&O          28        FOX           5               4         10/1/97 (f)
Asheville, North
Carolina and Greenville/
Spartanburg/Anderson,
South Carolina...........   35      WFBC       LMA          40        IND(h)        6               5         12/1/04
                                    WLOS       O&O          13        ABC           6               3         12/0/04
San Antonio, Texas.......   38      KABB       O&O          29        FOX           7               4          8/1/98
                                    KRRT       LMA          35        UPN                           6          8/1/98
Norfolk, Virginia........   40      WTVZ       O&O          33        FOX           6               4         10/1/04
Oklahoma City,
Oklahoma.................   43      KOCB       O&O          34        UPN           7               5          6/1/98
Birmingham, Alabama......   51      WTTO       O&O          21        WB            5               4          4/1/05
                                    WABM       LMA          68        UPN                           5          4/1/05
Charleston and
Huntington, West
Virginia.................   56      WCHS       Pending       8        ABC           4               3        10/10/00
Mobile, Alabama and
Pensacola, Florida.......   61      WEAR       Pending       3        ABC           6               2          2/1/02
                                    WFGX       Pending(i)   35        WB                            6          4/1/02
Flint/Saginaw/Bay City,
Michigan.................   62      WSMH       O&O          66        FOX           5               4         10/1/97 (f)
Las Vegas, Nevada........   64      KUPN       O&O          21        UPN           8               5         10/1/98
Lexington, Kentucky......   68      WDKY       O&O          56        FOX           5               4          8/1/05
Des Moines, Iowa.........   71      KDSM       O&O          17        FOX           4               4          2/1/98
Burlington, Vermont and
Plattsburgh, New York ...   91      WPTZ       Pending       5        NBC           4               2          1/1/99
                                    WNNE       Pending(j)   31        NBC                           3          4/1/99
                                    WFFF       Pending(i)   44        FOX                          (k)         4/1/99
Peoria/Bloomington,
Illinois.................  110      WYZZ       O&O          43        FOX           4               4         12/1/97 (f)
Tuscaloosa, Alabama......  185      WDBB       LMA(l)       17        WB            2               2          4/1/05
</TABLE>

                          (footnotes on following page)

                              S-26

<PAGE>

(a) Rankings  are based on the  relative  size of a station's  DMA among the 211
    generally recognized DMAs in the United States as estimated by Nielsen.

(b) "O&O" refers to stations owned and operated by the Company,  "LMA" refers to
    stations to which the Company provides  programming  services pursuant to an
    LMA and "Pending" refers to stations the Company has agreed to acquire.  See
    "-- 1997 Acquisitions."

(c) Represents  the  number of  television  stations  designated  by  Nielsen as
    "local" to the DMA, excluding public television  stations and stations which
    do not meet the  minimum  Nielsen  reporting  standards  (weekly  cumulative
    audience of at least 2.5%) for the  Sunday-Saturday,  6:00 a.m. to 2:00 a.m.
    time period.

(d) The rank of each  station  in its  market is based  upon the  November  1996
    Nielsen  estimates of the percentage of persons tuned to each station in the
    market from 6:00 a.m. to 2:00 a.m., Sunday-Saturday.

(e) Non-License  Assets  acquired  from River City  Broadcasting,  L.P.  ("River
    City") and option  exercised to acquire License Assets will become owned and
    operated  upon FCC  approval of  transfer  of License  Assets and closing of
    acquisition of License Assets.

(f) License renewal application pending.

(g) WTTK  currently  simulcasts  all of the  programming  aired  on WTTV and the
    station rank applies to the combined viewership of these stations.

(h) "IND" or  "Independent"  refers to a station that is not affiliated with any
    of ABC, CBS, NBC, Fox, WB or UPN.

(i) The  Company  will  provide  programming   services  to  this  station  upon
    completion of the Heritage Acquisition.

(j) WNNE currently simulcasts the programming broadcast on WPTZ.

(k) This  station  began  broadcast  operations  in August  1997 and has not yet
    established a rank.

(l) WDBB simulcasts the programming broadcast on WTTO.

Operating Strategy

     The  Company's  television  operating  strategy  includes the following key
elements:

Attracting Viewership

     The  Company  seeks to attract  viewership  and expand its  audience  share
through selective, high-quality programming.

     Popular  Programming.  The Company  believes  that an  important  factor in
attracting  viewership to its stations is their network  affiliations  with Fox,
WB, ABC, CBS and UPN. These  affiliations  enable the Company to attract viewers
by  virtue of the  quality  first-run  original  programming  provided  by these
networks and the networks' promotion of such programming. The Company also seeks
to  obtain,  at  attractive  prices,  popular  syndicated  programming  that  is
complementary  to  the  station's  network  affiliation.   Examples  of  popular
syndicated  programming obtained by the Company for broadcast on its Fox, WB and
UPN affiliates and  Independent  stations are "Mad About You,"  "Frasier,"  "The
Simpsons,"   "Home   Improvement"   and   "Seinfeld."  In  addition  to  network
programming,  the Company's ABC and CBS affiliates broadcast news magazine, talk
show, and game show  programming such as "Hard Copy,"  "Entertainment  Tonight,"
"Regis and Kathie Lee," "Wheel of Fortune" and "Jeopardy."

     Children's  Programming.  The  Company  seeks to be a leader in  children's
programming in each of its respective DMAs. The Company's nationally  recognized
"Kids  Club" was the  forerunner  and model for the Fox  network-wide  marketing
efforts promoting  children's  programming.  Sinclair carries the Fox Children's
Network ("FCN") and WB's and UPN's children's programming,  all of which include
significant  amounts  of  animated  programming  throughout  the week.  In those
markets  where the Company owns or programs ABC or CBS  affiliates,  the Company
broadcasts those networks' animated programming during weekends.  In addition to
this  animated  programming,  the Company  broadcasts  other forms of children's
programming, which may be produced by the Company or by an affiliated network.

     Counter-Programming. The Company's programming strategy on its Fox, WB, UPN
and Independent stations also includes  "counter-programming," which consists of
broadcasting programs that are alternatives to the types of programs being shown
concurrently  on  competing  stations.  This  strategy  is  designed  to attract
additional audience share in demographic groups not served by concurrent program

                                      S-27

<PAGE>


ming on competing  stations.  The Company believes that  implementation  of this
strategy enables its stations to achieve  competitive  rankings in households in
the 18-49 and 25-54  demographics and to offer greater  diversity of programming
in each of its DMAs.

     Local News. The Company  believes that the production and  broadcasting  of
local news can be an important link to the community and an aid to the station's
efforts to expand its  viewership.  In  addition,  local  news  programming  can
provide access to advertising  sources targeted  specifically to local news. The
Company carefully assesses the anticipated benefits and costs of producing local
news prior to introduction at a Company station because a significant investment
in capital equipment is required and substantial operating expenses are incurred
in  introducing,  developing and producing local news  programming.  The Company
currently provides local news programming at WBFF and WNUV in Baltimore, WLFL in
Raleigh/Durham, KDNL in St. Louis, KABB in San Antonio, KOVR in Sacramento, WPGH
in Pittsburgh and WLOS in Asheville.  The Company also  broadcasts news programs
on WDKY in  Lexington,  which are  produced  in part by the  Company and in part
through the purchase of production  services from an independent third party and
on WTTV in  Indianapolis,  which are produced by a third party in exchange for a
limited  number of  advertising  spots.  River City  provides  the Company  news
production  services with respect to the production of news  programming  and on
air  talent on WTTE.  Pursuant  to an  agreement,  River City  provides  certain
services to the Company in return for a fee equal to approximately  $416,000 per
year. The possible  introduction of local news at the other Company  stations is
reviewed  periodically.   The  Company's  policy  is  to  institute  local  news
programming  at a specific  station only if the expected  benefits of local news
programming at the station are believed to exceed the associated  costs after an
appropriate start-up period.

     Popular  Sporting  Events.  The  Company  attempts  to capture a portion of
advertising  dollars  designated to sports  programming  in selected  DMAs.  The
Company's WB and UPN affiliated and  independent  stations  generally face fewer
restrictions  on   broadcasting   live  local  sporting  events  than  do  their
competitors  that are affiliates of the major networks and Fox since  affiliates
of the major networks and Fox are subject to prohibitions against preemptions of
network  programming.  The Company has been able to acquire the local television
broadcast rights for certain sporting  events,  including NBA basketball,  Major
League Baseball, NFL football, NHL hockey, ACC basketball,  Big Ten football and
basketball,   and  SEC  football.   The  Company  seeks  to  expand  its  sports
broadcasting  in  DMAs as  profitable  opportunities  arise.  In  addition,  the
Company's  stations that are affiliated with Fox, ABC and CBS broadcast  certain
Major League Baseball games,  NFL football games and NHL hockey games as well as
other popular sporting events.

Innovative Local Sales and Marketing

     The  Company  believes  that it is able to attract new  advertisers  to its
stations and increase its share of existing  customers'  advertising  budgets by
creating a sense of partnership  with those  advertisers.  The Company  develops
such relationships by training its sales forces to offer new marketing ideas and
campaigns to  advertisers.  These  campaigns  often involve the  sponsorship  by
advertisers of local  promotional  events that capitalize on the station's local
identity  and  programming  franchises.  For example,  several of the  Company's
stations  stage local "Kids Fairs" which allow station  advertisers to reinforce
their on-air  advertising with their target  audience.  Through its strong local
sales and marketing  focus,  the Company seeks to capture an increasing share of
its revenues from local  sources,  which are generally more stable than national
advertising.

Control of Operating and Programming Costs

     By employing a disciplined approach to managing programming acquisition and
other  costs,  the Company has been able to achieve  operating  margins that the
Company believes are among the highest in the television broadcast industry. The
Company has sought and will continue to seek to acquire quality  programming for
prices  at or  below  prices  paid in the  past.  As an  owner  or  provider  of
programming  services to 29 stations in 21 DMAs  reaching  approximately  15% of
U.S. television households (without giving effect to the Heritage  Acquisition),
the  Company  believes  that it is able to  negotiate  favorable  terms  for the
acquisition of programming.  Moreover, the Company emphasizes control of each of
its stations'  programming and operating costs through  program-specific  profit
analysis,  detailed  budgeting,  tight control over staffing levels and detailed
long-term planning models.

                                      S-28

<PAGE>


Attract and Retain High Quality Management

     The  Company  believes  that much of its  success is due to its  ability to
attract and retain highly skilled and motivated managers,  both at the corporate
and local  station  levels.  A portion of the  compensation  provided to general
managers,  sales managers and other station managers is based on their achieving
certain operating  results.  The Company also provides its corporate and station
managers with deferred  compensation  plans offering  options to acquire Class A
Common Stock.

Community Involvement

     Each of the Company's  stations actively  participates in various community
activities and offers many community services.  The Company's activities include
broadcasting  programming  of local  interest and  sponsorship  of community and
charitable  events.  The Company also encourages its station employees to become
active members of their communities and to promote  involvement in community and
charitable  affairs.  The Company believes that active community  involvement by
its stations  provides its stations with increased  exposure in their respective
DMAs and ultimately increases viewership and advertising support.

Establish Lmas

     The Company  believes  that it can attain  significant  growth in operating
cash flow through the utilization of LMAs. By expanding its presence in a market
in which it owns a station,  the Company can  improve its  competitive  position
with respect to a  demographic  sector.  In addition,  by providing  programming
services to an  additional  station in a market,  the Company is able to realize
significant economies of scale in marketing,  programming,  overhead and capital
expenditures. The Company provides programming services pursuant to an LMA to an
additional  station in seven of the 21  television  markets in which the Company
owns or programs a station.

Programming and Affiliations

     The Company  continually  reviews its existing  programming  inventory  and
seeks to purchase the most  profitable and  cost-effective  syndicated  programs
available  for each time period.  In  developing  its  selection  of  syndicated
programming, the Company balances the cost of available syndicated programs with
their  potential to increase  advertising  revenue and the risk of their reduced
popularity  during  the  term of the  program  contract.  The  Company  seeks to
purchase only those programs with  contractual  periods that permit  programming
flexibility and which complement a station's  overall  programming  strategy and
counter-programming  strategy.  Programs that can perform  successfully  in more
than  one  time  period  are  more  attractive  due to the  long  lead  time and
multi-year commitments inherent in program purchasing.

     Twenty-eight  of the 29 television  stations owned or provided  programming
services by the Company  currently  operate as affiliates of Fox (ten stations),
UPN (twelve  stations),  ABC (two  stations),  WB (three  stations)  or CBS (one
station).  The networks produce and distribute  programming in exchange for each
station's  commitment  to  air  the  programming  at  specified  times  and  for
commercial announcement time during the programming. In addition, networks other
than Fox and UPN pay each  affiliated  station a fee for each  network-sponsored
program broadcast by the stations.

     On August 21, 1996,  the Company  entered  into an agreement  with Fox (the
"Fox  Agreement")  which,  among other  things,  provides  that the  affiliation
agreements between Fox and eight stations owned or provided programming services
by the Company  (except as noted below)  would be amended to have new  five-year
terms commencing on the date of the Fox Agreement.  Fox has the option to extend
the affiliation agreements for additional five-year terms and must extend all of
the  affiliation  agreements if it extends any (except that Fox may  selectively
renew  affiliation  agreements  if any  station  has  breached  its  affiliation
agreement). The Fox Agreement also provides that the Company will have the right
to  purchase,  for fair  market  value,  any  station  Fox  acquires in a market
currently  served by a Company-owned  Fox affiliate  (other than the Norfolk and
Raleigh-Durham markets) if Fox determines to terminate the affiliation agreement
with the  Company's  station in that market and operate the station  acquired by
Fox as a Fox  affiliate.  The  Fox  Agreement  confirmed  that  the  affiliation
agreements for WTVZ-TV (Norfolk, Virginia) and WLFL-TV

                                      S-29

<PAGE>


(Raleigh, North Carolina) will terminate August 31, 1998. The Fox Agreement also
includes  provisions  limiting  the  ability  of  the  Company  to  preempt  Fox
programming  except  where it has  existing  programming  conflicts or where the
Company preempts to serve a public purpose.

     The  Company's  affiliation  agreements  with  ABC for KDNL and WLOS in St.
Louis and  Asheville,  respectively,  have ten-year  terms  expiring in 2005 and
2004,  respectively.  Each of the Company's  current UPN affiliation  agreements
expires in January 1998 unless renewed by the Company.

     On July 4, 1997, the Company entered into an agreement with WB, pursuant to
which the Company agreed that certain  stations  currently  affiliated  with UPN
would  terminate  their  affiliations  with  UPN  at  the  end  of  the  current
affiliation  term in January 1998, and would enter into  affiliation  agreements
with WB  effective  as of that  date.  The  Company  has  advised  UPN  that the
following  stations owned or provided  programming  services by the Company will
not renew their  affiliation  agreements  with UPN when the  current  agreements
expire  on  January  15,  1998:  WPTT-TV,  Pittsburgh,   Pennsylvania,  WNUV-TV,
Baltimore, Maryland. WSTR-TV, Cincinnati, Ohio, KRRT-TV, San Antonio, Texas, and
KOCB-TV,  Oklahoma  City,  Oklahoma.  These  stations  will enter into  ten-year
affiliation agreements with WB beginning on January 16, 1998. Pursuant to the WB
Agreement, the WB affiliation agreements of WVTV-TV,  Milwaukee,  Wisconsin, and
WTTO-TV,  Birmingham,  Alabama  (whose  programming  is  simulcasted on WDBB-TV,
Tuscaloosa,  Alabama),  have been  extended to January 16,  2008.  In  addition,
WFBC-TV in Greenville, South Carolina will become affiliated with WB on November
1, 1999 when WB's  current  affiliation  with  another  station  in that  market
expires.  WTVZ-TV,  Norfolk, Virginia and WLFL-TV, Raleigh, North Carolina, will
become  affiliated with WB when their  affiliations  with Fox expire.  These Fox
affiliations are scheduled to expire on August 31, 1998.

     Under the terms of the WB  Agreement,  WB has agreed to pay the Company $64
million in aggregate amount in monthly installments during the first eight years
commencing on January 16, 1998 in  consideration  for entering into  affiliation
agreements  with WB. In addition,  WB will be obligated to pay an additional $10
million  aggregate  amount in monthly  installments in each of the following two
years  provided  that  WB is in  the  business  of  supplying  programming  as a
television network during each of those years.

     In August 1997,  UPN filed an action in Los Angeles  Superior Court against
the Company,  seeking  declaratory  relief and specific  performance  or, in the
alternative,  unspecified  damages and alleging that neither the Company nor its
affiliates  provided  proper notice of their intention not to extend the current
UPN affiliations  beyond January 15, 1998.  Certain  subsidiaries of the Company
have filed an action in the Circuit Court for Baltimore City seeking declaratory
relief that their notice was effective to terminate the  affiliations on January
15, 1998.

     Each of the  affiliation  agreements  relating to stations  involved in the
River City  Acquisition  (other  than River  City's Fox and ABC  affiliates)  is
terminable  by the network upon  transfer of the License  Assets of the station.
Since transfer of the License  Assets,  no such  affiliation  agreement has been
terminated.


                                      S-30

<PAGE>


Radio Broadcasting

     The  following  table sets forth  certain  information  regarding the radio
stations (i) owned and operated by the Company,  (ii) programmed by the Company,
(iii) with which the  Company has a JSA, or (iv) which the Company has an option
or has agreed to acquire:

<TABLE>
<CAPTION>
                          RANKING OF                                            STATION RANK    EXPIRATION
       GEOGRAPHIC          STATION'S           STATION              PRIMARY      IN PRIMARY      DATE OF
         MARKET            MARKET BY         PROGRAMMING          DEMOGRAPHIC    DEMOGRAPHIC       FCC
       SERVED(A)          REVENUE(B)            FORMAT             TARGET(C)      TARGET(D)      LICENSE
-----------------------  ------------ ------------------------- -------------- -------------- -------------
<S>                      <C>          <C>                       <C>            <C>            <C>
Los Angeles, California   1
 KBLA-AM(e)                           Korean                    N/A(e)         N/A(e)         12/1/97(f)
St. Louis, Missouri      18
 KPNT-FM                              Alternative Rock          Adults 18-34     2             2/1/05
 WVRV-FM                              Modern Adult
                                      Contemporary              Adults 18-34     3            12/1/04
 WRTH-AM(g)                           Adult Standards           Adults 25-54    20             2/2/04
 WIL-FM(g)                            Country                   Adults 25-54     7             2/2/04
 KIHT-FM(g)                           70s Rock                  Adults 25-54    11             2/1/05
Portland, Oregon         22
 KKSN-AM(g)                           Adult Standards           Adults 25-54    28             2/1/98
 KKSN-FM(g                            60s Oldies                Adults 25-54     5             2/1/98
 KKRH-FM(g)                           70s Rock                  Adults 25-54     7             2/1/98
Kansas City, Missouri    29
 KCAZ-AM(g)(h)                        Children's                N/A(h)         N/A(h)
 KCFX-FM(g)                           70s Rock                  Adults 25-54     1             6/1/97
 KQRC-FM(g)                           Active Rock               Adults 18-34     2             6/1/97
 KCIY-FM(g)                           Smooth Jazz               Adults 25-54    11             4/2/01
 KXTR-FM(g)                           Classical                 Adults 25-54    18             4/2/01
Milwaukee, Wisconsin     32
 WEMP-AM(g)                           60s Oldies                Adults 25-54    26            12/1/00
 WMYX-FM(g)                           Adult Contemporary        Adults 25-54     6            12/1/00
 WAMG-FM(g)                           Rhythmic                  Adults 25-54    15            12/1/03
Nashville, Tennessee     34
 WLAC-FM                              Adult Contemporary        Women  25-54     5             8/1/04
 WJZC-FM                              Smooth Jazz               Women  25-54     9             8/1/04
 WLAC-AM                              News/Talk/Sports          Adults 35-64     9             8/1/04
New Orleans, Louisiana   38
 WLMG-FM                              Adult Contemporary        Women  25-54     4             6/1/04
 KMEZ-FM                              Urban Oldies              Women  25-54     6             6/1/04
 WWL-AM                               News/Talk/Sports          Adults 35-64     1             6/1/04
 WSMB-AM                              Talk/Sports               Adults 35-64    17             6/1/04
 WBYU-AM(g)                           Adult Standards           Adults 25-54    19             6/1/98
 WEZB-FM(g)                           Adult Contemporary        Adults 25-54    10             6/1/05
 WRNO-FM(g)                           70s Rock                  Adults 25-54     8             6/1/01
Memphis, Tennessee       40
 WRVR-FM                              Soft Adult Contemporary   Women  25-54     2             8/1/04
 WJCE-AM                              Urban Oldies              Women  25-54    13             8/1/04
 WOGY-FM                              Country                   Adults 25-54     7             8/1/04
Norfolk, Virginia        41
 WGH-AM(g)                            Sports Talk               Adults 25-54    18            12/1/01
 WGH-FM(g)                            Country                   Adults 25-54     3            12/1/01
 WVCL-FM(g)                           60s Oldies                Adults 25-54    10            12/1/01
Buffalo, New York        42
 WMJQ-FM                              Adult Contemporary        Women  25-54     2             6/1/98
 WKSE-FM                              Contemporary Hit Radio    Women  18-49     1             6/1/98
 WBEN-AM                              News/Talk/Sports          Adults 35-64     6             6/1/98
 WWKB-AM                              Country                   Adults 35-64    18             6/1/98
 WGR-AM                               Sports                    Adults 25-54     9             6/1/98
 WWWS-AM                              Urban Oldies              Women  25-54    11             6/1/98
</TABLE>
                                                   (continued on following page)

                                      S-31

<PAGE>

<TABLE>
<CAPTION>
                          RANKING OF                                            STATION RANK    EXPIRATION
       GEOGRAPHIC          STATION'S           STATION              PRIMARY      IN PRIMARY      DATE OF
         MARKET            MARKET BY         PROGRAMMING          DEMOGRAPHIC    DEMOGRAPHIC       FCC
       SERVED(A)          REVENUE(B)            FORMAT             TARGET(C)      TARGET(D)      LICENSE
-----------------------  ------------ ------------------------- -------------- -------------- -------------
<S>                      <C>          <C>                       <C>            <C>            <C>
Rochester, New York      53
 WBBF-AM(g)                           Adult Standards           Adults 25-54   23              6/1/98
 WBEE-FM(g)                           Country                   Adults 25-54    1              6/1/98
 WKLX-FM(g)                           60s Oldies                Adults 25-54    7              6/1/98
 WQRV-FM(g)                           Classic Hits              Adults 25-54    9              6/1/98
Asheville/Greenville/
 Spartanburg, South
 Carolina                60
 WFBC-FM(i)                           Contemporary Hit Radio    Women  18-49    4             12/1/03
 WORD-AM(i)                           News/Talk                 Adults 35-64    9             12/1/03
 WYRD-AM(i)                           News/Talk                 Adults 35-64   10             12/1/03
 WSPA-AM(i)                           Full Service/Talk         Adults 35-64   15             12/1/03
 WSPA-FM(i)                           Soft Adult Contemporary   Women  25-54    4             12/1/03
 WOLI-FM(i)                           Oldies                    Adults 25-54    9             12/1/03
 WOLT-FM(i)                           Oldies                    Adults 25-54   11             12/1/03
Wilkes-Barre/Scranton,
 Pennsylvania            68
 WKRZ-FM(j)                           Contemporary Hit Radio    Adults 18-49    1              8/1/98
 WGGY-FM                              Country                   Adults 25-54    2              8/1/98
 WILK-AM(k)                           News/Talk/Sports          Adults 35-64    8              8/1/98
 WGBI-AM(k)                           News/Talk/Sports          Adults 35-64   20              8/1/98
 WWSH-FM(l)(m)                        Soft Hits                 Women  25-54    7              8/1/98
 WILP-AM(k)                           News/Talk/Sports          Adults 35-64   19              8/1/98
 WWFH-FM(m)                           Soft Hits                 Women  25-54   10              8/1/98
 WKRF-FM(j)                           Contemporary Hit Radio    Adults 18-49   17              8/1/98
</TABLE>
----------
(a) Actual city of license may differ from the geographic market served.

(b) Ranking of the  principal  radio market served by the station among all U.S.
    radio markets by 1996 aggregate gross radio broadcast  revenue  according to
    Duncan's Radio Market Guide -- 1997 Edition.

(c) Due to variations  that may exist within  programming  formats,  the primary
    demographic  target of  stations  with the same  programming  format  may be
    different.

(d) All information  concerning  ratings and audience  listening  information is
    derived from the Spring 1997 Arbitron Metro Area Ratings Survey (the "Spring
    1997  Arbitron").  Arbitron is the generally  accepted  industry  source for
    statistical  information  concerning audience ratings.  Due to the nature of
    listener  surveys,   other  radio  ratings  services  may  report  different
    rankings;  however,  the  Company  does not believe  that any radio  ratings
    service  other than  Arbitron  is accorded  significant  weight in the radio
    broadcast  industry.  "Station  Rank in Primary  Demographic  Target" is the
    ranking of the  station  among all radio  stations  in its  market  that are
    ranked in its target demographic group and is based on the station's average
    persons  share in the primary  demographic  target in the  applicable  Metro
    Survey Area. Source: Average Quarter Hour Estimates,  Monday through Sunday,
    6:00 a.m. to midnight, Spring 1997 Arbitron.

(e) Programming is provided to this station by a third party pursuant to an LMA.

(f) License renewal application pending.

(g) The  Company  has the right to  acquire  the  assets of this  station in the
    Heritage Acquisition.

(h) This station is being  programmed  by a third party  pursuant to an LMA. The
    third party has an option to acquire this station for $550,000 which expires
    on September 30, 1997.

(i) The  Company  has an option to acquire  Keymarket  of South  Carolina,  Inc.
    ("Keymarket"  or "KSC").  Keymarket owns and operates  WYRD-AM,  WORD-AM and
    WFBC-FM,  and has exercised its option to acquire  WSPA-AM and WSPA-FM,  and
    provides  sales  services  pursuant  to a JSA and has an option  to  acquire
    WOLI-FM and WOLT-FM.

(j) WKRZ-FM and WKRF-FM simulcast their programming.

(k) WILK-AM, WGBI-AM and WILP-AM simulcast their programming.

(l) The Company has agreed to acquire this station and has obtained FCC approval
    to acquire the related  licenses.  The Company is currently  providing sales
    services to this station pursuant to a JSA.

(m) WWSH-FM and WWFH-FM simulcast their programming.

                                      S-32

<PAGE>


Radio Operating Strategy

     The Company's  radio  strategy is to operate a cluster of radio stations in
selected  geographic markets throughout the country.  In each geographic market,
the  Company  employs  broadly  diversified  programming  formats to appeal to a
variety of demographic groups within the market. The Company seeks to strengthen
the identity of each of its stations  through its  programming  and  promotional
efforts,  and emphasizes that identity to a far greater degree than the identity
of any local radio personality.

     The Company believes that its strategy of appealing to diverse  demographic
groups in selected  geographic  markets allows it to reach a larger share of the
overall  advertising  market  while  realizing  economies  of scale and avoiding
dependence  on one  demographic  or  geographic  market.  The  Company  realizes
economies  of scale  by  combining  sales  and  marketing  forces,  back  office
operations and general  management in each geographic  market. At the same time,
the  geographic  diversity of its portfolio of radio  stations  helps lessen the
potential impact of economic  downturns in specific markets and the diversity of
target  audiences  served  helps  lessen  the  impact of  changes  in  listening
preferences.  In addition,  the geographic and demographic  diversity allows the
Company to avoid dependence on any one or any small group of advertisers.

     The  Company's  group of radio  stations  includes the top billing  station
group in two markets and one of the top three billing  station groups in each of
its markets other than Los Angeles,  St. Louis and Nashville.  Through ownership
or LMAs, the group also includes duopolies in six of its seven markets and, upon
exercise of options to acquire stations in the  Asheville/Greenville/Spartanburg
market, the Company will have duopolies in seven of its eight markets.

     Depending on the programming  format of a particular  station,  there are a
predetermined  number  of  advertisements   broadcast  each  hour.  The  Company
determines the optimum number of  advertisements  available for sale during each
hour without jeopardizing listening levels (and the resulting ratings). Although
there may be shifts from time to time in the number of advertisements  available
for sale during a particular  time of day,  the total  number of  advertisements
available for sale on a particular station normally does not vary significantly.
Any  change in net  radio  broadcasting  revenue,  with the  exception  of those
instances  where  stations  are  acquired or sold,  is  generally  the result of
pricing adjustments made to ensure that the station effectively uses advertising
time  available  for sale,  an increase in the number of  commercials  sold or a
combination of these two factors.

     Large,  well-trained  local sales forces are  maintained  by the Company in
each of its radio markets.  The Company's principal goal is to utilize its sales
efforts to develop long-standing  customer relationships through frequent direct
contacts,  which the Company believes provides it with a competitive  advantage.
Additionally,  in some radio  markets,  duopolies  permit  the  Company to offer
creative advertising packages to local, regional and national advertisers.  Each
radio  station  programmed  by the Company also  engages a national  independent
sales  representative to assist it in obtaining national  advertising  revenues.
These  representatives  obtain advertising through national advertising agencies
and receive a commission  from the radio station based on its gross revenue from
the advertising obtained.

BROADCASTING ACQUISITION STRATEGY

     On February 8, 1996,  the  Telecommunications  Act of 1996 (the "1996 Act")
was signed into law. The 1996 Act represents  the most sweeping  overhaul of the
country's  telecommunications  laws  since the  Communications  Act of 1934,  as
amended (the "Communications Act"). The 1996 Act relaxes the broadcast ownership
rules and simplifies the process for renewal of broadcast station licenses.

     The Company  believes  that the enactment of the 1996 Act presents a unique
opportunity  to  build a  larger  and  more  diversified  broadcasting  company.
Additionally,  the Company  expects  that the  opportunity  to act as one of the
consolidators  of the  industry  will  enable  the  Company  to gain  additional
influence  with program  suppliers,  television  networks,  other  vendors,  and
alternative  delivery media. The additions to the Company's management team as a
result of the River City Acquisition have given it additional  resources to take
advantage of these developments.

                                      S-33

<PAGE>


     In implementing its acquisition strategy, the Company seeks to identify and
pursue favorable  station or group  acquisition  opportunities  primarily in the
15th to 75th  largest  DMAs and  Metro  Service  Areas  ("MSAs").  In  assessing
potential  acquisitions,  the Company examines  opportunities to improve revenue
share, audience share and/or cost control.  Additional factors considered by the
Company in a potential  acquisition  include  geographic  location,  demographic
characteristics  and  competitive  dynamics  of the  market.  The  Company  also
considers the opportunity for  cross-ownership  of television and radio stations
and the opportunity it may provide for cross-promotion and cross-selling.

     In  conjunction  with its  acquisitions,  the  Company may  determine  that
certain  of the  acquired  stations  may not be  consistent  with the  Company's
strategic plan. In such an event, the Company reviews opportunities for swapping
such  stations  with third  parties for other  stations or selling such stations
outright. The Heritage Acquisition may provide such opportunities.

     Since the 1996 Act became  effective,  the Company has  acquired,  obtained
options  to  acquire or has  acquired  the right to  program  or  provide  sales
services to 18 television and 34 radio  stations for an aggregate  consideration
of approximately $1.3 billion. Certain terms of these acquisitions are described
below.

     River  City  Acquisition.  On May 31,  1996,  pursuant  to an  amended  and
restated asset purchase  agreement,  the Company acquired all of the Non-License
Assets of River  City other than the  assets  relating  to WSYX-TV in  Columbus,
Ohio.  Simultaneously,  the Company  entered  into a 10-year LMA with River City
with respect to all of River City's  License  Assets (with the  exception of the
License Assets relating to WSYX-TV).  The Company has since exercised options to
acquire all of River City's License Assets other than License Assets relating to
WTTV-TV and WTTK-TV in  Indianapolis,  Indiana,  WSYX-TV in  Columbus,  Ohio and
WFBC-TV in Greenville, South Carolina. Glencairn has acquired the License Assets
of WFBC-TV, and the Company provides programming services to WFBC-TV pursuant to
an LMA.  The  Company  has a 10-year  option (the  "License  Assets  Option") to
acquire  River City's  License  Assets  relating to WTTV-TV and  WTTK-TV,  and a
three-year  option to acquire the assets  relating to WSYX-TV  (both the License
and Non-License Assets,  collectively the "Columbus Option"). The exercise price
for the License  Assets  Option for WTTV-TV and WTTK-TV is $1.9  million and the
Company is required to pay a quarterly extension fee with respect to the License
Assets Option of 15% of the option exercise price through May 3, 1998 and 25% of
the option exercise price thereafter. Acquisition of the License Assets relating
to WTTV-TV  and  WTTK-TV is now  subject to FCC  approval  of  transfer  of such
License  Assets.  There can be no assurance that this approval will be obtained.
An application  for transfer of the License Assets was filed in November 1996. A
petition was filed to deny this application and, at the Company's  request,  the
FCC has withheld  action on this  application.  The  petitioner has appealed the
withholding of action on the application.

     At the time of the River City  Acquisition,  the Company also acquired from
another  party the  Non-License  Assets  relating to one  additional  television
station (KRRT-TV in Kerrville,  Texas) to which River City provided  programming
pursuant to an LMA. Glencairn has acquired the License Assets of KRRT-TV and the
Company provides programming services to KRRT-TV pursuant to an LMA. The Company
has also  acquired or has agreed to acquire  four radio  stations to which River
City provided programming or sales services.

     On July 17, 1997, the Company and Glencairn  acquired the License Assets of
WLOS-TV and  WFBC-TV,  respectively.  An  application  for review has been filed
which appeals the FCC's grants of the Company's  application to acquire  WLOS-TV
in the  Asheville/Greenville/Spartanburg  market and Glencairn's  application to
acquire WFBC-TV in that market.

     The  Company  paid an  aggregate  of  approximately  $1.0  billion  for the
Non-License  Assets and the  options to acquire  License  Assets  consisting  of
$847.6 million in cash and 1,150,000  shares of Series A Preferred  Stock of the
Company and options to acquire  1,382,435  shares of Class A Common  Stock at an
exercise  price of $30.11.  The Series A Preferred  Stock has been exchanged for
1,150,000  shares of Series B Preferred Stock of the Company,  which at issuance
had an aggregate  liquidation  value of $115 million and are  convertible at any
time,  at the option of the holders,  into an  aggregate of 4,181,818  shares of
Class A Common Stock of the Company (which had a market value on May 31, 1996 of
approximately  $125.1  million).  The exercise price for the Columbus  Option is
approximately  $130 million plus the amount of indebtedness  secured by the WSYX
assets on the date of exercise (not to exceed

                                      S-34

<PAGE>


the amount  outstanding  on the date of closing of $105 million) and the Company
is required  to pay an  extension  fee with  respect to the  Columbus  Option as
follows:  (i) 8% of $130 million for the first year following the closing of the
River City  Acquisition;  (ii) 15% of $130 million for the second year following
the  closing;  and  (iii)  25% of $130  million  for each  following  year.  The
extension  fee  accrues  beginning  on the  date  of  closing,  and  is  payable
(beginning  December 31, 1996) at the end of each  calendar  quarter  until such
time as the option is  exercised  or River City sells  WSYX-TV to a third party,
which  River  City has the right to do in  certain  limited  circumstances.  The
Company  paid the  extension  fees due March  31,  1997 and June 30,  1997.  The
Company has acquired all of the River City License  Assets  except those related
to WTTV-TV  and  WTTK-TV,  and the  Company  continues  to  provide  programming
services to WTTV-TV and WTTK-TV pursuant to an LMA with River City.  Pursuant to
the LMA with River  City,  the Company is required to provide at least 166 hours
per  week of  programming  to  WTTV-TV  and  WTTK-TV  and,  subject  to  certain
exceptions,  River City is required to broadcast all programming provided by the
Company.  The Company is required to pay River City  monthly  fees under the LMA
with respect to WTTV-TV and WTTK-TV in an amount  sufficient to cover  specified
expenses  of  operating  the  stations.  The  Company  has  the  right  to  sell
advertising time on the stations during the hours programmed by the Company.

     The  Company  and River City  filed  notification  under the HSR Act,  with
respect to the Company's  acquisition  of all River City assets prior to closing
the acquisition.  After the United States Justice  Department  ("DOJ") indicated
that  it  would   request   additional   information   regarding  the  antitrust
implications  of the  acquisition  of  WSYX-TV  by the  Company  in light of the
Company's  ownership  of  WTTE-TV,  the  Company and River City agreed to submit
separate  notifications  with respect to the WSYX-TV  assets and the other River
City assets.  The DOJ then granted early  termination of the waiting period with
respect to the transfer of the River City assets other than WSYX-TV,  permitting
the acquisition of those assets to proceed. The Company and River City agreed to
notify the DOJ 30 days before  entering  into an LMA or similar  agreement  with
respect to WSYX-TV and agreed not to enter into such an agreement  until 20 days
after  substantially  complying  with  any  request  for  information  from  DOJ
regarding  the  transaction.  The  Company  is in the  process  of  preparing  a
submission to the DOJ regarding the competitive  effects of entering into an LMA
arrangement  in Columbus.  The Company has agreed to sell the License  Assets of
WTTE-TV  to  Glencairn  and to  enter  into an LMA  with  Glencairn  to  provide
programming services to WTTE-TV. The FCC has approved this transaction,  but the
Company does not believe  that this  transaction  will be  completed  unless the
Company acquires WSYX-TV.

     In the River City Acquisition,  the Company also acquired an option held by
River  City to  purchase  either  (i) all of the  assets of  Keymarket  of South
Carolina,  Inc. for the  forgiveness of debt held by the Company in an aggregate
principal  amount of  approximately  $7.4  million as of August 22,  1997,  plus
payment of approximately  $1,000,000 less certain adjustments or (ii) all of the
stock of KSC for  $1,000,000  less  certain  adjustments.  KSC owns and operates
three radio stations in the Asheville/Greenville/Spartanburg, South Carolina MSA
(WFBC-FM, WFBC-AM and WORD-AM). The option to acquire the assets or stock of KSC
expires on December 31, 1997. The Company intends to exercise this option in the
fourth  quarter  of 1997.  KSC also  holds an option  to  acquire  from  Spartan
Radiocasting,  Inc. certain assets relating to two additional  stations (WSPA-AM
and  WSPA-FM) in the  Asheville/Greenville/Spartanburg  MSA which KSC  currently
programs pursuant to an LMA. KSC's option to acquire these assets is exercisable
for $5.15  million  and expires in January  2000,  subject to  extension  to the
extent the applicable  LMA is extended  beyond that date. KSC also has an option
to acquire assets of Palm Broadcasting Company,  L.P., which owns two additional
stations in the Asheville/Greenville/Spartanburg MSA (WOLI-FM and WOLT-FM) in an
amount equal to the outstanding debt of Palm Broadcasting  Company,  L.P. to the
Company, which was approximately $3.03 million as of March 31, 1997. This option
expires in April 2001. KSC has a JSA with Palm Broadcasting  Company,  L.P., but
does not provide programming for WOLI or WOLT.

     Superior  Acquisition.  On  May  8,  1996,  the  Company  acquired  WDKY-TV
(Lexington,  Kentucky) and KOCB-TV  (Oklahoma  City,  Oklahoma) by acquiring the
stock of Superior Communications Group, Inc. for approximately $63.5 million.

     Flint Acquisition.  On February 27, 1996 the Company acquired the assets of
WSMH-TV (Flint,  Michigan) for approximately $35.8 million by exercising options
granted in 1995.

                                      S-35

<PAGE>


     Cincinnati/Kansas City Acquisitions.  On July 1, 1996, the Company acquired
the assets of KSMO-TV (Kansas City, Missouri) and on August 1, 1996, it acquired
the assets of WSTR-TV (Cincinnati, Ohio) for approximately $34.2 million.

     Peoria/Bloomington  Acquisition.  On July 1, 1996, the Company acquired the
assets  of  WYZZ-TV  (Peoria/Bloomington,   Illinois)  for  approximately  $21.2
million.

1997 ACQUISITIONS

     Las Vegas  Acquisition.  On January 30, 1997,  the Company  entered into an
agreement  to acquire the assets of  KUPN-TV,  the UPN  affiliate  in Las Vegas,
Nevada,  for $87.0 million.  The Company  completed this  acquisition on May 30,
1997.

     Heritage  Acquisition.  On July 16,  1997,  the  Company  entered  into the
Heritage Acquisition Agreements with certain subsidiaries of Heritage.  Pursuant
to the Heritage Acquisition Agreements, the Company has the right to acquire the
assets of five television stations (the interests in one of which the Company is
required  to  dispose),  programming  rights  under  LMAs  with  respect  to two
additional television stations, and the assets of 24 radio stations. The Company
will   acquire   the   assets   of   one   television    station   serving   the
Charleston/Huntington,   West  Virginia  market,  one  station  in  the  Mobile,
Alabama/Pensacola,  Florida  market  and  rights  under an LMA with  respect  to
another  station  in  that  market,  and  the  assets  of  two  stations  in the
Burlington,  Vermont/Plattsburgh,  New York  market  and the  right  to  provide
programming  to one station in that  market.  The radio  stations to be acquired
serve the St. Louis,  Missouri  market (three  stations),  the Portland,  Oregon
market (three stations),  the Kansas City, Missouri market (five stations),  the
Milwaukee,  Wisconsin  market (three  stations),  the Norfolk,  Virginia  market
(three  stations),  the New Orleans,  Louisiana  market (three stations) and the
Rochester,  New York market (four stations). The Heritage Acquisition Agreements
also provide for the  acquisition  of the assets  relating to the operation of a
television  station in Oklahoma City,  Oklahoma,  but the Company is required by
the  agreements to dispose of its interest in that station,  and the Company has
entered into a letter of intent to sell that station for $60 million in cash.

     The aggregate  purchase  price of the Heritage  Acquisition is $630 million
payable in cash at closing,  less a deposit of $63  million  paid at the time of
signing the Heritage Acquisition Agreements.  The Company intends to finance the
purchase  price  from some  combination  of the  proceeds  of the  Common  Stock
Offering,  the proceeds of the Preferred Stock  Offering,  funds available under
the Bank Credit Agreement, and the expected proceeds ($60 million) from the sale
of interests in the Oklahoma City station.

     The  Heritage  Acquisition  is  conditioned  on,  among other  things,  FCC
approval and the expiration of the applicable waiting period under the HSR Act.

     Additional  Radio  Acquisitions.  The Company  entered into an agreement on
January 29,  1997 to acquire  the assets of WGR-AM and  WWWS-AM in Buffalo,  New
York,  for $1.5  million.  The Company's  acquisition  of WGR-AM and WWWS-AM was
consummated  on April 18, 1997. On January 31, 1997,  the Company  completed the
acquisition  of the  assets  of  WWFH-FM  and  WILP-AM,  each  in  Wilkes-Barre,
Pennsylvania,  for aggregate  consideration of approximately  $773,000. On March
12, 1997,  the Company  entered into an agreement to acquire the assets of radio
station WKRF-FM in the  Wilkes-Barre/Scranton,  Pennsylvania market. The Company
completed this  acquisition on July 31, 1997. In April 1997, the Company entered
into an  agreement  to  acquire  the  assets  of radio  station  WWSH-FM  in the
Wilkes-Barre/Scranton  market.  The FCC has approved this  acquisition  and such
acquisition is expected to close shortly.  In addition,  the Company has entered
into an  agreement  relating to the  disposition  of  Nashville  radio  stations
WLAC-FM, WJZC-FM and WLAC-AM for consideration of $35 million in cash or, at the
option of the Company,  for a group of radio stations  having an agreed value of
$35 million and that are more  consistent  with the Company's  strategic plan of
clustering radio stations. The transaction is subject to the approval of the FCC
and the  Department  of Justice  and is  expected  to close after the end of the
year.

    Ongoing Discussions. In furtherance of its acquisition strategy, the Company
routinely reviews, and conducts investigations of potential television and radio
station acquisitions.  When the Company believes a favorable opportunity exists,
the Company  seeks to enter into  discussions  with the owners of such  stations
regarding the  possibility of an acquisition by the Company.  At any given time,
the Company may be in  discussions  with one or more such  station  owners.  The
Company  is in  serious  negotiations  with  various  parties  relating  to  the
acquisition  of  television  and radio  properties  which would be acquired  for
aggregate consideration of approximately $85 million. There can be no assurances
that any of these or other negotiations will lead to definitive agreements or if
agreements are reached that any transactions would be consummated.

                                      S-36

<PAGE>


LOCAL MARKETING AGREEMENTS

     The Company  currently has LMA arrangements  with stations in seven markets
in  which  it  owns  a  television  station:  Pittsburgh,  Pennsylvania  (WPTT),
Baltimore,  Maryland (WNUV),  Raleigh/Durham,  North Carolina (WRDC), Milwaukee,
Wisconsin  (WVTV),  Birmingham,  Alabama (WABM),  San Antonio,  Texas (KRRT) and
Asheville/Greenville/Spartanburg,   South  Carolina  (WFBC).  In  addition,  the
Company has an LMA arrangement with a station in the Tuscaloosa,  Alabama market
(WDBB),  which is adjacent to Birmingham.  In each of these markets,  other than
Pittsburgh and Tuscaloosa, the LMA arrangement is with Glencairn and the Company
owns the Non-License Assets of the stations.  The Company owns the assets of one
radio station (KBLA-AM in Los Angeles) which an independent third party programs
pursuant to an LMA.

     The Company  believes  that it is able to increase its revenues and improve
its margins by providing  programming  services to stations in selected DMAs and
MSAs where the Company  already  owns a station.  In certain  instances,  single
station  operators and stations operated by smaller ownership groups do not have
the management expertise or the operating  efficiencies available to the Company
as a multi-station  broadcaster.  The Company seeks to identify such stations in
selected markets and to provide such stations with programming services pursuant
to  LMAs.  In  addition  to  providing  the  Company  with  additional   revenue
opportunities,  the Company believes that these LMA  arrangements  have assisted
certain  stations  whose  operations  may have  been  marginally  profitable  to
continue to air popular  programming  and contribute to diversity of programming
in their respective DMAs and MSAs.

     In cases where the Company enters into LMA  arrangements in connection with
a station whose acquisition by the Company is pending FCC approval,  the Company
(i) obtains an option to acquire the station assets essential for broadcasting a
television or radio signal in compliance with regulatory  guidelines,  generally
consisting  of the  FCC  license,  transmitter,  transmission  lines,  technical
equipment,  call letters and  trademarks,  and certain  furniture,  fixtures and
equipment  (the "License  Assets") and (ii)  acquires the remaining  assets (the
"Non-License  Assets")  at  the  time  it  enters  into  the  option.  Following
acquisition of the Non-License  Assets,  the License Assets continue to be owned
by the  owner-operator  and holder of the FCC license,  which enters into an LMA
with the  Company.  After FCC  approval  for  transfer of the License  Assets is
obtained,  the Company  exercises  its option to acquire the License  Assets and
become the owner-operator of the station, and the LMA arrangement is terminated.

     In connection  with the River City  Acquisition,  the Company  entered into
LMAs with  River  City and the owner of KRRT  with  respect  to each of the nine
television  and 21 radio  stations  with  respect to which the Company  acquired
Non-License Assets. The Company or Glencairn has now acquired the License Assets
of all of the  television  and radio stations with respect to which it initially
acquired  Non-License Assets in the River City Acquisition,  other than WTTV and
WTTK in Indianapolis, Indiana. The LMA with River City for these two stations is
in effect for a ten-year term, which corresponds with the term of the option the
Company holds to acquire the related River City License Assets.  Pursuant to the
LMA, the Company  pays River City fees in return for which the Company  acquires
all of the  inventory  of  broadcast  time of the stations and the right to sell
100% of each station's inventory of advertising time. Upon grant of FCC approval
of the  transfer of License  Assets with  respect to WTTV and WTTK,  the Company
intends to acquire the License Assets, and thereafter the LMA will terminate and
the Company will operate the  stations.  At the Company's  request,  the FCC has
withheld action on the  applications  for the Company's  acquisition of WTTV and
WTTK in Indianapolis (and a pending application for the Controlling Stockholders
to divest their  attributable  interests in WIIB in Indianapolis)  until the FCC
completes  its pending  rulemaking  proceeding  considering  the  cross-interest
policy.

                                      S-37

<PAGE>


USE OF DIGITAL TELEVISION TECHNOLOGY

     The  Company   believes  that  television   broadcasting  may  be  enhanced
significantly   by  the  development  and  increased   availability  of  digital
broadcasting service technology. This technology has the potential to permit the
Company to provide viewers multiple channels of digital  television over each of
its  existing  standard  channels,  to  provide  certain  programming  in a high
definition  television  format and to deliver  various forms of data,  including
data  on  the  Internet,  to  home  and  business  computers.  These  additional
capabilities  may provide the Company with  additional  sources of revenue . The
Company has announced its intention to provide  multiple  channels of television
on its  allocated  portions of the  broadcast  spectrum.  The  Company  plans to
provide additional broadcast  programming and transmitted data on a subscription
basis,  and to  continue  to provide  its  current TV program  channels  without
subscription fees. This digital broadcasting service technology is not currently
available  to the viewing  public and a successful  transition  from the current
analog broadcast format to a digital format may take many years. There can be no
assurance  that the Company's  efforts to take  advantage of the new  technology
will be commercially successful.

FEDERAL REGULATION OF TELEVISION AND RADIO BROADCASTING

     The  ownership,  operation  and sale of television  and radio  stations are
subject to the  jurisdiction of the FCC, which acts under  authority  granted by
the Communications  Act. Among other things, the FCC assigns frequency bands for
broadcasting;  determines  the particular  frequencies,  locations and operating
power of  stations;  issues,  renews,  revokes and  modifies  station  licenses;
regulates  equipment  used by stations;  adopts and implements  regulations  and
policies  that  directly  or  indirectly  affect the  ownership,  operation  and
employment  practices of  stations;  and has the power to impose  penalties  for
violations of its rules or the Communications Act.

     The   following  is  a  brief   summary  of  certain   provisions   of  the
Communications  Act,  the 1996 Act and specific FCC  regulations  and  policies.
Reference should be made to the Communications  Act, the 1996 Act, FCC rules and
the public notices and rulings of the FCC for further information concerning the
nature and extent of federal regulation of broadcast stations.

     License Grant and Renewal.  Television and radio stations  operate pursuant
to broadcasting  licenses that are granted by the FCC for maximum terms of eight
years.

     Television  and  radio  station   licenses  are  subject  to  renewal  upon
application to the FCC.  During certain  periods when renewal  applications  are
pending,  competing  applicants  may file for the radio or television  frequency
being used by the renewal applicant.  During the same periods, petitions to deny
license  renewal  applications  may be filed by  interested  parties,  including
members of the public.  Prior to the 1996 Act, the FCC was generally required to
hold  hearings  on renewal  applications  if a competing  application  against a
renewal  application  was filed, if the FCC was unable to determine that renewal
of a license would serve the public interest, convenience and necessity, or if a
petition  to deny raised a  "substantial  and  material  question of fact" as to
whether the grant of the renewal  application would be prima facie  inconsistent
with the public interest, convenience and necessity.

     The 1996 Act does not  prohibit  either  the  filing of  petitions  to deny
license  renewals or the filing of competing  applications.  Under the 1996 Act,
the FCC is still  required  to hold  hearings on renewal  applications  if it is
unable to determine  that renewal of a license would serve the public  interest,
convenience  or necessity,  or if a petition to deny raises a  "substantial  and
material  question of fact" as to whether  the grant of the renewal  application
would be prima facie  inconsistent  with the public  interest,  convenience  and
necessity.  Pursuant  to the  1996  Act,  however,  the FCC is  prohibited  from
considering competing applications for a renewal applicant's  frequency,  and is
required  to grant  the  renewal  application,  if the FCC  finds:  (i) that the
station has served the public  interest,  convenience  and necessity;  (ii) that
there have been no serious  violations by the licensee of the Communications Act
or the rules and  regulations  of the FCC;  and (iii)  there  have been no other
violations  by  the  licensee  of  the  Communications  Act  or  the  rules  and
regulations of the FCC that, when taken together,  would constitute a pattern of
abuse.

                                      S-38

<PAGE>


     All of the stations that the Company (i) owns and operates, (ii) intends to
acquire pursuant to pending  acquisitions,  (iii) currently provides programming
services to pursuant to an LMA, or (iv) currently  sells  commercial air time on
pursuant to a JSA, are presently operating under regular licenses,  which expire
as to each station on the dates set forth under "-- Television Broadcasting" and
"-- Radio  Broadcasting,"  above.  Although renewal of license is granted in the
vast  majority of cases even when  petitions to deny are filed,  there can be no
assurance that the licenses of such stations will be renewed.

Ownership Matters

General

     The  Communications  Act prohibits the assignment of a broadcast license or
the transfer of control of a broadcast  licensee  without the prior  approval of
the FCC. In determining  whether to permit the assignment or transfer of control
of, or the grant or renewal of, a broadcast license,  the FCC considers a number
of factors pertaining to the licensee,  including  compliance with various rules
limiting common ownership of media  properties,  the "character" of the licensee
and those persons holding "attributable"  interests therein, and compliance with
the Communications Act's limitations on alien ownership.

     To obtain the FCC's prior consent to assign a broadcast license or transfer
control of a broadcast licensee, appropriate applications must be filed with the
FCC. If the application involves a "substantial change" in ownership or control,
the application must be placed on public notice for a period of approximately 30
days during which  petitions to deny the  application may be filed by interested
parties,  including members of the public. If the application does not involve a
"substantial  change" in ownership or control,  it is a "pro forma" application.
The  "pro  forma"  application  is  nevertheless   subject  to  having  informal
objections  filed  against  it. If the FCC  grants  an  assignment  or  transfer
application, interested parties have approximately 30 days from public notice of
the grant to seek reconsideration of that grant. Generally,  parties that do not
file initial  petitions to deny or informal  objections  against the application
face difficulty in seeking  reconsideration  of the grant.  The FCC normally has
approximately  an  additional 10 days to set aside such grant on its own motion.
When passing on an  assignment  or transfer  application,  the FCC is prohibited
from considering whether the public interest might be served by an assignment or
transfer to any party other than the  assignee or  transferee  specified  in the
application.

     The FCC generally applies its ownership limits to "attributable"  interests
held by an individual,  corporation,  partnership or other  association.  In the
case of corporations  holding, or through  subsidiaries  controlling,  broadcast
licenses,  the  interests  of  officers,  directors  and those who,  directly or
indirectly, have the right to vote 5% or more of the corporation's stock (or 10%
or more of such stock in the case of insurance  companies,  investment companies
and  bank  trust   departments   that  are  passive   investors)  are  generally
attributable, except that, in general, no minority voting stock interest will be
attributable  if there is a single  holder of more  than 50% of the  outstanding
voting power of the  corporation.  The FCC has a pending  rulemaking  proceeding
that,  among other  things,  seeks  comment on whether the FCC should modify its
attribution rules by (i) raising the attribution stock benchmark from 5% to 10%;
(ii) raising the attribution  stock benchmark for passive  investors from 10% to
20%; (iii)  restricting  the  availability  of the single  majority  shareholder
exemption; and (iv) attributing certain interests such as non-voting stock, debt
and certain holdings by limited liability corporations in certain circumstances.
More  recently,  the FCC has solicited  comment on proposed rules that would (i)
treat an otherwise  nonattributable  equity or debt interest in a licensee as an
attributable  interest  where the interest  holder is a program  supplier or the
owner of a  broadcast  station in the same  market and the  equity  and/or  debt
holding is  greater  than a  specified  benchmark;  (ii)  treat a licensee  of a
television  station  which,  under an LMA,  brokers more than 15% of the time on
another  television  station serving the same market,  as having an attributable
interest in the brokered station; and (iii) in certain circumstances,  treat the
licensee of a broadcast  station that sells  advertising time on another station
in the same market pursuant to a JSA as having an  attributable  interest in the
station whose advertising is being sold.

     The Controlling  Stockholders hold  attributable  interests in two entities
owning media properties,  namely:  Channel 63, Inc.,  licensee of WIIB-TV, a UHF
television station in Bloomington,  Indiana, and Bay Television,  Inc., licensee
of WTTA-TV,  a UHF television  station in St.  Petersburg,  Florida.  All of the
issued and  outstanding  shares of Channel 63, Inc. are owned by the Controlling
Stockholders. All

                                      S-39

<PAGE>


the issued  and  outstanding  shares of Bay  Television,  Inc.  are owned by the
Controlling Stockholders (75%) and Robert L. Simmons (25%), a former stockholder
of the  Company.  The  Controlling  Stockholders  have  agreed to  divest  their
attributable  interests in Channel 63, Inc. and the Company believes that, after
doing so, such holdings will not  materially  restrict its ability to acquire or
program additional broadcast stations.

     Under its  "cross-interest"  policy, the FCC considers certain "meaningful"
relationships  among  competing  media  outlets in the same market,  even if the
ownership  rules do not  specifically  prohibit  the  relationship.  Under  this
policy,  the FCC may consider  significant  equity  interests  combined  with an
attributable interest in a media outlet in the same market, joint ventures,  and
common key  employees  among  competitors.  The  cross-interest  policy does not
necessarily prohibit all of these interests,  but requires that the FCC consider
whether,  in  a  particular  market,  the  "meaningful"   relationships  between
competitors  could have a significant  adverse effect upon economic  competition
and program  diversity.  Heretofore,  the FCC has not applied its cross-interest
policy to LMAs and JSAs between broadcast  stations.  In its ongoing  rulemaking
proceeding  concerning  the  attribution  rules,  the FCC has sought comment on,
among other things, (i) whether the cross-interest policy should be applied only
in smaller markets, and (ii) whether non-equity financial  relationships such as
debt, when combined with multiple business  interrelationships  such as LMAs and
JSAs,  raise concerns under the  cross-interest  policy.  Moreover,  in its most
recent proposals in its ongoing attribution rulemaking  proceeding,  the FCC has
proposed  treating  television  LMAs,  JSAs,  and debt or  equity  interests  as
attributable   interests  in  certain   circumstances   without  regard  to  the
cross-interest policy.

     The  Communications Act prohibits the issuance of broadcast licenses to, or
the holding of a broadcast license by, any corporation of which more than 20% of
the  capital  stock is owned of record or voted by  non-U.S.  citizens  or their
representatives  or by a foreign government or a representative  thereof,  or by
any corporation  organized  under the laws of a foreign  country  (collectively,
"Aliens"). The Communications Act also authorizes the FCC, if the FCC determines
that it would be in the public interest, to prohibit the issuance of a broadcast
license to, or the holding of a broadcast  license by, any corporation  directly
or indirectly  controlled by any other corporation of which more than 25% of the
capital  stock is owned of  record  or voted by  Aliens.  The  Company  has been
advised that the FCC staff has  interpreted  this provision to require a finding
that such grant or holding  would be in the public  interest  before a broadcast
license may be granted to or held by any such corporation and that the FCC staff
has made  such a  finding  only in  limited  circumstances.  The FCC has  issued
interpretations  of existing law under which these restrictions in modified form
apply to other forms of business  organizations,  including  partnerships.  As a
result of these provisions,  the licenses granted to Subsidiaries of the Company
by the FCC could be revoked  if,  among other  restrictions  imposed by the FCC,
more than 25% of the Company's stock were directly or indirectly  owned or voted
by Aliens. The Company and the Subsidiaries are domestic  corporations,  and the
Controlling  Stockholders  are all  United  States  citizens.  The  Amended  and
Restated  Articles of Incorporation  of the Company (the "Amended  Certificate")
contain  limitations  on Alien  ownership  and  control  that are  substantially
similar to those contained in the  Communications  Act.  Pursuant to the Amended
Certificate, the Company has the right to repurchase Alien-owned shares at their
fair  market  value to the extent  necessary,  in the  judgment  of the Board of
Directors, to comply with the Alien ownership restrictions.

Television

     National  Ownership  Rule.  Prior  to the 1996  Act,  FCC  rules  generally
prohibited an individual or entity from having an attributable  interest in more
than 12 television stations nationwide,  or in television stations reaching more
than 25% of the national television viewing audience.  Pursuant to the 1996 Act,
the FCC has  modified  its rules to eliminate  any  limitation  on the number of
television  stations an individual or entity may own nationwide,  subject to the
restriction  that no individual or entity may have an  attributable  interest in
television  stations reaching more than 35% of the national  television  viewing
audience.  Historically, VHF stations have shared a larger portion of the market
than UHF stations.  Therefore, only half of the households in the market area of
any UHF station are included  when  calculating  whether an entity or individual
owns television stations reaching more than 35% of the

                                      S-40

<PAGE>


national  television  viewing audience.  All but three of the stations owned and
operated by the Company, or to which the Company provides programming  services,
are UHF.

     Duopoly Rule. On a local level,  the  television  "duopoly"  rule generally
prohibits a single individual or entity from having an attributable  interest in
two or more television  stations with overlapping  Grade B service areas.  While
the 1996 Act has not  eliminated  the TV duopoly rule, it does direct the FCC to
initiate a rulemaking  proceeding  to determine  whether to retain,  modify,  or
eliminate the rule. The FCC has pending a rulemaking  proceeding in which it has
proposed to modify the television duopoly rule to permit the common ownership of
television stations in different DMAs, so long as the Grade A signal contours of
the stations do not overlap.  Pending  resolution of its rulemaking  proceeding,
the FCC has adopted an interim  waiver policy that permits the common  ownership
of  television  stations in different  DMAs with no  overlapping  Grade A signal
contours, conditioned on the final outcome of the rulemaking proceeding. The FCC
has also sought comment on whether common  ownership of two television  stations
in a market  should be  permitted  (i) where one or more of the  commonly  owned
stations is UHF, (ii) where one of the stations is in bankruptcy or has been off
the air for a  substantial  period of time and (iii)  where the  commonly  owned
stations have very small audience or advertising  shares,  are located in a very
large  market,  and/or a specified  number of  independently  owned media voices
would remain after the acquisition.

     Local Marketing Agreements. Over the past few years, a number of television
stations,  including certain of the Company's  stations,  have entered into what
have commonly been referred to as LMAs.  While these agreements may take varying
forms,  pursuant to a typical  LMA,  separately  owned and  licensed  television
stations agree to enter into cooperative  arrangements of varying sorts, subject
to compliance  with the  requirements of antitrust laws and with the FCC's rules
and policies. Under these types of arrangements, separately owned stations could
agree to function  cooperatively  in terms of  programming,  advertising  sales,
etc.,  subject  to the  requirement  that the  licensee  of each  station  shall
maintain  independent  control over the  programming  and  operations of its own
station.  One  typical  type  of  LMA is a  programming  agreement  between  two
separately owned television  stations serving a common service area, whereby the
licensee of one station  programs  substantial  portions of the broadcast day on
the other licensee's  station,  subject to ultimate editorial and other controls
being exercised by the latter licensee,  and sells  advertising time during such
program  segments.  Such  arrangements  are an extension of the concept of "time
brokerage" agreements,  under which a licensee of a station sells blocks of time
on its  station to an entity or  entities  which  program the blocks of time and
which  sell  their own  commercial  advertising  announcements  during  the time
periods in question. The staff of the FCC's Mass Media Bureau has held that LMAs
are not contrary to the  Communications  Act,  provided that the licensee of the
station  which is being  substantially  programmed by another  entity  maintains
complete  responsibility  for and control over programming and operations of its
broadcast station and assures compliance with applicable FCC rules and policies.

     At present, FCC rules permit television station LMAs, and the licensee of a
television   station  brokering  time  on  another  television  station  is  not
considered to have an attributable interest in the brokered station. However, in
connection  with its ongoing  rulemaking  proceeding  regarding  the  television
duopoly rule, the FCC has proposed to adopt rules providing that the licensee of
a  television  station  which  brokers  more  than  15% of the  time on  another
television  station  serving  the  same  market  would  be  deemed  to  have  an
attributable  interest in the brokered  station for purposes of the national and
local multiple ownership rules. In connection with this proceeding,  the FCC has
solicited  detailed  information from parties to television LMAs as to the terms
and characteristics of such LMAs.

     The 1996 Act provides that nothing  therein "shall be construed to prohibit
the  origination,  continuation,  or renewal of any television  local  marketing
agreement  that  is in  compliance  with  the  regulations  of the  [FCC]."  The
legislative history of the 1996 Act reflects that this provision was intended to
grandfather  television  LMAs that were in existence  upon enactment of the 1996
Act, and to allow  television LMAs consistent with the FCC's rules subsequent to
enactment of the 1996 Act. In its pending  rulemaking  proceeding  regarding the
television  duopoly rule, the FCC has proposed to adopt a grandfathering  policy
providing that, in the event that television LMAs become attributable interests,
LMAs that are in  compliance  with  existing  FCC rules  and  policies  and were
entered  into before  November 5, 1996,  would be permitted to continue in force
until the original term of the LMA expires. Under the FCC's proposal,

                                      S-41

<PAGE>


television  LMAs that are entered into or renewed  after  November 5, 1996 would
have to be  terminated  if LMAs are made  attributable  interests and the LMA in
question resulted in a violation of the television multiple ownership rules. The
Company's LMAs with television stations WPTT in Pittsburgh,  Pennsylvania,  WNUV
in Baltimore,  Maryland, WVTV in Milwaukee,  Wisconsin,  WRDC in Raleigh/Durham,
North Carolina,  WABM in Birmingham,  Alabama, and WDBB in Tuscaloosa,  Alabama,
were in  existence on both the date of enactment of the 1996 Act and November 5,
1996. The Company's LMAs with television stations WTTV and WTTK in Indianapolis,
Indiana were entered  into  subsequent  to the date of enactment of the 1996 Act
but prior to November 5, 1996. The Company's LMA with television station KRRT in
Kerrville,  Texas was in existence on the date of enactment of the 1996 Act, but
was  assumed by the  Company  subsequent  to that date but prior to  November 5,
1996. The licensee's rights under the Company's LMA with KRRT-TV were assumed by
Glencairn  subsequent  to November 5, 1996.  The  Company's  LMA with WFBC-TV in
Asheville/Greenville/Spartanburg,  South  Carolina,  was  entered  into  by  the
Company  subsequent  to the  date of  enactment  of the  1996  Act but  prior to
November  5, 1996,  and the  licensee's  rights  under that LMA were  assumed by
Glencairn  subsequent to November 5, 1996.  The Company cannot predict if any or
all of its LMAs will be grandfathered.

     The Conference  Agreement adopted as part of the recent Balanced Budget Act
of 1997  recently  signed into law by President  Clinton (The  "Balanced  Budget
Act")  clarifies  Congress'  intent  with  respect  to LMAs and  duopolies.  The
Conference  Agreement  states as follows:  "The conferees do not intend that the
duopoly and  television-newspaper  cross-ownership relief provided herein should
have any bearing  upon the [FCC's]  current  proceedings,  which  concerns  more
immediate relief.  The conferees expect that the [FCC] will proceed with its own
independent  examination in these matters.  Specifically,  the conferees  expect
that the [FCC] will provide additional relief (e.g., VHF/UHF  combinations) that
it  finds  to be in the  public  interest,  and  will  implement  the  permanent
grandfather  requirement  for local  marketing  agreements  as  provided  in the
Telecommunications Act of 1996."

     The TV duopoly  rule  currently  prevents the Company  from  acquiring  the
licenses of  television  stations  with which it has LMAs in those markets where
the Company owns a television  station.  As a result,  if the FCC were to decide
that the  provider of  programming  services  under a  television  LMA should be
treated as having an attributable  interest in the brokered  station,  and if it
did not relax its  television  duopoly  rule,  the Company  could be required to
modify or terminate  those of its LMAs that were not in existence on the date of
enactment of the 1996 Act or on November 5, 1996. Furthermore, if the FCC adopts
its present proposal with respect to the  grandfathering of television LMAs, the
Company could be required to terminate even those LMAs that were in effect prior
to the date of enactment of the 1996 Act or prior to November 5, 1996, after the
initial  term of the LMA or upon  assignment  of the LMA. In such an event,  the
Company  could be required to pay  termination  penalties  under certain of such
LMAs.  Further, if the FCC were to find, in connection with any of the Company's
LMAs, that the  owners/licensees of the stations with which the Company has LMAs
failed to maintain  control over their  operations  as required by FCC rules and
policies,  the licensee of the LMA station  and/or the Company could be fined or
set for hearing,  the outcome of which could be a monetary  forfeiture or, under
certain circumstances, loss of the applicable FCC license. The Company is unable
to predict the ultimate  outcome of possible  changes to these FCC rules and the
impact such FCC rules may have on its broadcasting operations.

     On June 1, 1995, the Chief of the FCC's Mass Media Bureau released a Public
Notice  concerning  the  processing  of  television  assignment  and transfer of
control  applications  proposing  LMAs.  Due to  the  pendency  of  the  ongoing
rulemaking proceeding concerning attribution of ownership, the Mass Media Bureau
has  placed  certain  restrictions  on the types of  television  assignment  and
transfer of control applications  involving LMAs that it will approve during the
pendency of the rulemaking.  Specifically, the Mass Media Bureau has stated that
it will not approve  arrangements where a time broker seeks to finance a station
acquisition  and hold an option to  purchase  the  station  in the  future.  The
Company  believes that none of the Company's  LMAs fall within the ambit of this
Public Notice.

Radio

     National  Ownership Rule. Prior to the 1996 Act, the FCC's rules limited an
individual or entity from holding attributable  interests in more than 20 AM and
20 FM radio stations nationwide. Pursuant to the

                                      S-42

<PAGE>


1996 Act,  the FCC has modified its rules to  eliminate  any  limitation  on the
number of radio stations a single individual or entity may own nationwide.

     Local  Ownership  Rule.  Prior to the 1996 Act,  the FCC's rules  generally
permitted an individual or entity to hold attributable interests in no more than
four radio stations in a local market (no more than two of which could be in the
same service (AM or FM)),  and then only if the aggregate  audience share of the
commonly  owned  stations  did not exceed  25%.  In  markets  with fewer than 15
commercial  radio  stations,  an individual or entity could hold an attributable
interest in no more than three radio stations in the market (no more than two of
which could be in the same service), and then only if the number of the commonly
owned  stations  did not  exceed  50% of the total  number of  commercial  radio
stations in the market.

     Pursuant to the 1996 Act,  the limits on the number of radio  stations  one
entity may own locally have been  increased as follows:  (i) in a market with 45
or more  commercial  radio  stations,  an entity may own up to eight  commercial
radio stations,  not more than five of which are in the same service (AM or FM);
(ii) in a market with between 30 and 44 (inclusive)  commercial  radio stations,
an entity may own up to seven commercial  radio stations,  not more than four of
which  are in the  same  service;  (iii)  in a  market  with  between  15 and 29
(inclusive)  commercial  radio stations,  an entity may own up to six commercial
radio stations, not more than four of which are in the same service; and (iv) in
a market with 14 or fewer  commercial  radio  stations,  an entity may own up to
five  commercial  radio  stations,  not more than three of which are in the same
service, except that an entity may not own more than 50% of the stations in such
market.  These numerical limits apply regardless of the aggregate audience share
of the stations  sought to be commonly  owned.  FCC ownership  rules continue to
permit an entity to own one FM and one AM station in a local  market  regardless
of market size.  Irrespective of FCC rules governing radio  ownership,  however,
the DOJ and the Federal Trade Commission have the authority to determine, and in
certain  recent radio  transactions  not involving the Company have  determined,
that a particular transaction presents antitrust concerns.

     Local Marketing  Agreements.  As in television,  a number of radio stations
have entered into LMAs. The FCC's multiple ownership rules  specifically  permit
radio station LMAs to be entered into and  implemented,  so long as the licensee
of the  station  which is being  programmed  under  the LMA  maintains  complete
responsibility  for and control over programming and operations of its broadcast
station and assures  compliance with applicable FCC rules and policies.  For the
purposes of the multiple  ownership  rules,  in general,  a radio  station being
programmed  pursuant to an LMA by an entity is not  considered  an  attributable
ownership  interest of that  entity  unless  that  entity  already  owns a radio
station in the same market.  However,  a licensee that owns a radio station in a
market,  and brokers  more than 15% of the time on another  station  serving the
same market,  is considered to have an  attributable  ownership  interest in the
brokered  station  for  purposes of the FCC's  multiple  ownership  rules.  As a
result, in a market in which the Company owns a radio station, the Company would
not be permitted to enter into an LMA with another  local radio station which it
could not own under the local ownership rules, unless the Company's  programming
constituted  15% or less of the  other  local  station's  programming  time on a
weekly  basis.  The  FCC's  rules  also  prohibit  a  broadcast   licensee  from
simulcasting  more than 25% of its  programming  on another  station in the same
broadcast  service  (i.e.,  AM-AM or  FM-FM)  through  a time  brokerage  or LMA
arrangement  where the brokered and brokering  stations serve  substantially the
same area.

     Joint  Sales  Agreements.  Over the past few years,  a number of radio (and
television) stations have entered into cooperative  arrangements  commonly known
as joint sales  agreements,  or JSAs.  While these  agreements  may take varying
forms,  under the typical JSA, a station licensee obtains,  for a fee, the right
to sell  substantially all of the commercial  advertising on a  separately-owned
and  licensed  station in the same  market.  The  typical  JSA also  customarily
involves the provision by the selling licensee of certain sales, accounting, and
"back  office"  services to the station  whose  advertising  is being sold.  The
typical JSA is distinct  from an LMA in that a JSA (unlike an LMA) normally does
not involve programming.

     The FCC has  determined  that issues of joint  advertising  sales should be
left to enforcement by antitrust  authorities,  and therefore does not generally
regulate joint sales practices between stations. Currently, stations for which a
licensee sells time under a JSA are not deemed by the FCC to be

                                      S-43

<PAGE>


attributable interests of that licensee. However, in connection with its ongoing
rulemaking  proceeding  concerning the attribution rules, the FCC is considering
whether JSAs should be considered  attributable interests or within the scope of
the FCC's cross-interest  policy,  particularly when JSAs contain provisions for
the supply of programming  services and/or other elements  typically  associated
with LMAs. If JSAs become  attributable  interests as a result of changes in the
FCC rules, the Company may be required to terminate any JSA it might have with a
radio station which the Company could not own under the FCC's multiple ownership
rules.

Other Ownership Matters

     There  remain  in  place  after  the  1996  Act  a  number  of   additional
cross-ownership rules and prohibitions pertaining to licensees of television and
radio stations. FCC rules, the Communications Act, or both generally prohibit an
individual or entity from having an  attributable  interest in both a television
station and a radio station,  a daily newspaper,  or a cable  television  system
that is located in or serves the same market area.

     Antitrust  Regulation.  The DOJ  and  the  Federal  Trade  Commission  have
recently increased their scrutiny of the television and radio industry, and have
indicated  their  intention to review matters  related to the  concentration  of
ownership  within markets  (including  LMAs and JSAs) even when the ownership or
LMA or JSA in question is permitted under the laws administered by the FCC or by
FCC rules and regulations.

     Radio/Television   Cross-Ownership   Rule.   The   FCC's   radio/television
cross-ownership  rule (the "one to a market" rule) generally  prohibits a single
individual  or entity  from  having an  attributable  interest  in a  television
station and a radio station serving the same market.  However, in each of the 25
largest local markets in the United States,  provided that there are at least 30
separately owned stations in the particular  market,  the FCC has  traditionally
employed a policy that presumptively  allows waivers of the one to a market rule
to permit  the  common  ownership  of one AM,  one FM and one TV  station in the
market. The 1996 Act directs the FCC to extend this policy to each of the top 50
markets.  Moreover,  the FCC has pending a rulemaking proceeding in which it has
solicited  comment  on whether  the one to a market  rule  should be  eliminated
altogether.

     However,  the FCC does not apply  its  presumptive  waiver  policy in cases
involving the common ownership of one television station,  and two or more radio
stations in the same service (AM or FM), in the same market. Pending its ongoing
rulemaking  proceeding to reexamine the one to a market rule, the FCC has stated
that it will consider  waivers of the rule in such  instances on a  case-by-case
basis,  considering  (i) the public  service  benefits  that will arise from the
joint operation of the facilities  such as economies of scale,  cost savings and
programming and service benefits;  (ii) the types of facilities involved;  (iii)
the number of media outlets owned by the applicant in the relevant market;  (iv)
the financial  difficulties of the stations involved;  and (v) the nature of the
relevant  market in light of the level of competition  and diversity after joint
operation  is  implemented.  The FCC has stated  that it  expects  that any such
waivers that are granted will be  conditioned  on the outcome of the  rulemaking
proceeding.

     In its ongoing rulemaking proceeding to reexamine the one to a market rule,
the FCC has proposed the  following  options for modifying the rule in the event
it is not  eliminated:  (i)  extending  the  presumptive  waiver  policy  to any
television  market in which a specified  number of  independently  owned  voices
would  remain after  common  ownership  of a television  station and one or more
radio stations is effectuated;  (ii) extending the presumptive  waiver policy to
entities  that seek to own more than one FM and/or one AM radio  station;  (iii)
reducing the minimum number of independently owned voices that must remain after
a transaction is effectuated;  and (iv) modifying the  five-factor  case-by-case
test for waivers.

     Local Television/Cable  Cross-Ownership Rule. While the 1996 Act eliminates
a previous  statutory  prohibition  against the common ownership of a television
broadcast station and a cable system that serve the same local market,  the 1996
Act leaves the current  FCC rule in place.  The  legislative  history of the Act
indicates  that the repeal of the  statutory ban should not prejudge the outcome
of any FCC review of the rule.

                                      S-44

<PAGE>


     Broadcast Network/Cable  Cross-Ownership Rule. The 1996 Act directs the FCC
to  eliminate  its rules which  formerly  prohibited  the common  ownership of a
broadcast  network and a cable  system,  subject to the  provision  that the FCC
revise its rules as  necessary  to ensure  carriage,  channel  positioning,  and
non-discriminatory  treatment  of  non-affiliated  broadcast  stations  by cable
systems  affiliated with a broadcast  network.  In March 1996, the FCC issued an
order implementing this legislative change.

     Broadcast/Daily  Newspaper  Cross-Ownership  Rule. The FCC's rules prohibit
the common  ownership  of a radio or  television  broadcast  station and a daily
newspaper  in the same  market.  The 1996 Act does not  eliminate or modify this
prohibition. In October 1996, however, the FCC initiated a rulemaking proceeding
to  determine  whether it should  liberalize  its waiver  policy with respect to
cross-ownership  of a daily newspaper and one or more radio stations in the same
market.

     Dual  Network  Rule.  The 1996 Act directs the FCC to repeal its rule which
formerly  prohibited an entity from operating more than one television  network.
In March 1996, the FCC issued an order  implementing  this  legislative  change.
Under the modified  rule, a network entity is permitted to operate more than one
television  network,  provided,  however,  that ABC,  CBS,  NBC,  and/or Fox are
prohibited  from  merging  with each other or with  another  network  television
entity such as WB or UPN.

     Expansion  of the  Company's  broadcast  operations  on  both a  local  and
national level will continue to be subject to the FCC's  ownership rules and any
changes the FCC or Congress may adopt. Concomitantly,  any further relaxation of
the FCC's  ownership  rules may increase the level of competition in one or more
of the markets in which the Company's stations are located, more specifically to
the extent that any of the Company's  competitors may have greater resources and
thereby be in a superior position to take advantage of such changes.

Must-Carry/Retransmission Consent

     Pursuant to the Cable Act of 1992, television  broadcasters are required to
make   triennial   elections  to  exercise   either  certain   "must-carry"   or
"retransmission  consent"  rights in  connection  with their  carriage  by cable
systems in each broadcaster's local market. By electing the must-carry rights, a
broadcaster  demands carriage on a specified channel on cable systems within its
Area of  Dominant  Influence,  in general as  defined  by the  Arbitron  1991-92
Television  Market Guide.  These must-carry  rights are not absolute,  and their
exercise is dependent on variables such as (i) the number of activated  channels
on a cable system;  (ii) the location and size of a cable system;  and (iii) the
amount of programming on a broadcast  station that duplicates the programming of
another broadcast station carried by the cable system. Therefore,  under certain
circumstances,   a  cable   system  may  decline  to  carry  a  given   station.
Alternatively,  if a  broadcaster  chooses to  exercise  retransmission  consent
rights,  it can prohibit  cable  systems  from  carrying its signal or grant the
appropriate  cable system the authority to retransmit the broadcast signal for a
fee or other  consideration.  In October 1996, the Company elected must-carry or
retransmission  consent  with  respect  to  each  of its  markets  based  on its
evaluation of the respective  markets and the position of the Company's  station
within  the  market.  The  Company's  stations  continue  to be  carried  on all
pertinent  cable  systems,  and the Company does not believe that its  elections
have  resulted in the shifting of its stations to less  desirable  cable channel
locations. Certain of the Company's stations affiliated with Fox are required to
elect retransmission  consent because Fox's retransmission  consent negotiations
on  behalf of the  Company  resulted  in  agreements  which  extend  into  1998.
Therefore,  the Company will need to negotiate retransmission consent agreements
for these  Fox-affiliated  stations to attain  carriage on those  relevant cable
systems for the balance of this  triennial  period (i.e.,  through  December 31,
1999).  For  subsequent  elections  beginning  with the  election  to be made by
October 1, 1999, the must-carry  market will be the station's DMA, in general as
defined by the Nielsen DMA Market and Demographic Rank Report of the prior year.

     The must-carry rules have been subject to judicial scrutiny. In April 1993,
the United States District Court for the District of Columbia  summarily  upheld
the  constitutionality  of the legislative  must-carry  provisions under a First
Amendment challenge.  However, in June 1994, the Supreme Court remanded the case
to the  lower  court  with  instructions  to test the  constitutionality  of the
must-carry rules under an "intermediate scrutiny" standard. In a decision issued
in December 1995, a closely divided three-judge  District Court panel ruled that
the record showed that there was substantial evidence before Congress from which
it could  draw the  reasonable  inferences  that (1) the  must-carry  rules were
necessary to protect the local broadcast

                                      S-45

<PAGE>


industry;  and (2) the burdens on cable systems with rapidly  increasing channel
capacity would be quite small. Accordingly,  the District Court panel ruled that
Congress  had not violated  the First  Amendment  in enacting  the  "must-carry"
provisions.  In March 1997, the Supreme Court,  by a 5-4 majority,  affirmed the
District Court's decision and thereby let stand the must-carry rules.

Syndicated Exclusivity/Territorial Exclusivity

     The FCC has imposed  syndicated  exclusivity  rules and  expanded  existing
network  nonduplication  rules.  The  syndicated  exclusivity  rules allow local
broadcast   television  stations  to  demand  that  cable  operators  black  out
syndicated  non-network  programming carried on "distant signals" (i.e., signals
of broadcast stations,  including so-called  "superstations,"  which serve areas
substantially  removed from the cable  system's  local  community).  The network
non-duplication  rules allow local broadcast  network  television  affiliates to
require that cable operators black out duplicating  network  programming carried
on distant signals. However, in a number of markets in which the Company owns or
programs stations  affiliated with a network,  a station that is affiliated with
the same network in a nearby market is carried on cable systems in the Company's
market.  This is not in violation  of the FCC's  network  nonduplication  rules.
However,  the  carriage of two network  stations on the same cable  system could
result in a decline  of  viewership  adversely  affecting  the  revenues  of the
Company owned or programmed station.

Restrictions on Broadcast Advertising

     Advertising of cigarettes  and certain other tobacco  products on broadcast
stations has been banned for many years. Various states restrict the advertising
of  alcoholic  beverages.   Congressional   committees  have  recently  examined
legislation  proposals which may eliminate or severely  restrict the advertising
of beer and wine. Although no prediction can be made as to whether any or all of
the present  proposals will be enacted into law, the elimination of all beer and
wine advertising would have an adverse effect upon the revenues of the Company's
stations,  as well as the revenues of other  stations  which carry beer and wine
advertising.

     The FCC has imposed  commercial time  limitations in children's  television
programming pursuant to legislation. In television programs designed for viewing
by  children  of 12 years of age and under,  commercial  matter is limited to 12
minutes per hour on weekdays and 10.5 minutes per hour on weekends.  In granting
renewal of the  license  for  WBFF-TV,  the FCC imposed a fine of $10,000 on the
Company  alleging that the station had exceeded these  limitations.  The Company
has appealed this fine and the appeal is pending.

     The  Communications  Act and  FCC  rules  also  place  restrictions  on the
broadcasting  of  advertisements  by legally  qualified  candidates for elective
office.  Among other things, (i) stations must provide  "reasonable  access" for
the purchase of time by legally  qualified  candidates for federal office;  (ii)
stations  must provide  "equal  opportunities"  for the  purchase of  equivalent
amounts  of  comparable  broadcast  time by  opposing  candidates  for the  same
elective  office;  and (iii)  during the 45 days  preceding a primary or primary
run-off election and during the 60 days preceding a general or special election,
legally qualified candidates for elective office may be charged no more than the
station's  "lowest unit charge" for the same class of  advertisement,  length of
advertisement, and daypart.

Programming and Operation

     General. The Communications Act requires  broadcasters to serve the "public
interest."  The FCC  gradually  has  relaxed  or  eliminated  many  of the  more
formalized  procedures  it had developed in the past to promote the broadcast of
certain types of programming responsive to the needs of a station's community of
license. FCC licensees continue to be required,  however, to present programming
that is responsive to their communities' issues, and to maintain certain records
demonstrating  such   responsiveness.   Complaints  from  viewers  concerning  a
station's  programming  may be considered  by the FCC when it evaluates  renewal
applications  of a licensee,  although such  complaints may be filed at any time
and generally  may be considered by the FCC at any time.  Stations also must pay
regulatory and application  fees, and follow various rules promulgated under the
Communications  Act that regulate,  among other things,  political  advertising,
sponsorship identifications, the advertisement of contests and lotteries, ob-

                                      S-46

<PAGE>


scene and indecent  broadcasts,  and technical  operations,  including limits on
radiofrequency  radiation.  In addition,  licensees  must develop and  implement
affirmative action programs designed to promote equal employment  opportunities,
and must submit  reports to the FCC with  respect to these  matters on an annual
basis and in connection with a renewal application.  Failure to observe these or
other rules and  policies  can result in the  imposition  of various  sanctions,
including monetary  forfeitures,  or the grant of a "short" (i.e., less than the
full) license renewal term or, for particularly egregious violations, the denial
of a license renewal application or the revocation of a license.

     Children's Television Programming. Pursuant to legislation enacted in 1991,
all  television  stations  have  been  required  to  broadcast  some  television
programming designed to meet the educational and informational needs of children
16 years of age and under.  In August  1996,  the FCC adopted new rules  setting
forth more stringent children's programming  requirements.  Specifically,  as of
September 1, 1997,  television  stations will be required to broadcast a minimum
of three hours per week of "core" children's educational programming,  which the
FCC  defines  as  programming   that  (i)  has  serving  the   educational   and
informational  needs of  children  16 years  of age and  under as a  significant
purpose;  (ii) is  regularly  scheduled,  weekly  and at  least  30  minutes  in
duration;  and (iii) is aired  between  the hours of 7:00  a.m.  and 10:00  p.m.
Furthermore,  as of January 2, 1997, "core" children's  educational programs, in
order to qualify as such,  are  required to be  identified  as  educational  and
informational  programs  over the air at the time  they are  broadcast,  and are
required to be identified in the children's  programming  reports required to be
placed in stations'  public  inspection  files.  Additionally,  as of January 2,
1997,  television  stations  are  required to identify  and provide  information
concerning  "core"  children's  programming  to publishers of program guides and
listings.

     Television Violence.  The 1996 Act contains a number of provisions relating
to television violence. First, pursuant to the 1996 Act, the television industry
has  developed  a ratings  system,  and the FCC has  recently  solicited  public
comment on that system.  Furthermore,  the 1996 Act provides that all television
sets larger than 13 inches that are manufactured one year after enactment of the
1996 Act must  include  the  so-called  "V-chip,"  a computer  chip that  allows
blocking of rated  programming.  In  addition,  the 1996 Act  requires  that all
television  license  renewal  applications  filed  after  May  1,  1995  contain
summaries of written  comments and suggestions  received by the station from the
public regarding violent programming.

     Closed  Captioning.  The 1996 Act directs the FCC to adopt rules  requiring
closed  captioning  of  all  broadcast  television  programming,   except  where
captioning would be "economically burdensome." The FCC has recently adopted such
rules.  The rules require  generally that (i) 95% of all new  programming  first
published  or  exhibited  on or after  January 1, 1998 must be closed  captioned
within eight years,  and (ii) 75% of old programming  which first aired prior to
January  1, 1998 must be closed  captioned  within 10 years,  subject to certain
exemptions.

Digital Television

     The FCC has taken a number of steps to implement digital television ("DTV")
broadcasting  service in the United States.  In December 1996, the FCC adopted a
DTV broadcast  standard and, in April 1997, adopted decisions in several pending
rulemaking  proceedings that establish service rules and a plan for implementing
DTV. The FCC adopted a DTV Table of  Allotments  that  provides  all  authorized
television  stations  with a second  channel on which to broadcast a DTV signal.
The FCC has  attempted  to provide DTV  coverage  areas that are  comparable  to
stations'  existing service areas.  The FCC has ruled that television  broadcast
licensees may use their digital  channels for a wide variety of services such as
high-definition television, multiple standard definition television programming,
audio, data, and other types of communications,  subject to the requirement that
each broadcaster provide at least one free video channel equal in quality to the
current technical standard.

     Initially,  DTV  channels  will be  located in the range of  channels  from
channel 2 through  channel 51. The FCC is requiring that affiliates of ABC, CBS,
Fox and NBC in the top 10 television  markets begin digital  broadcasting by May
1, 1999 (the stations  affiliated with these networks in the top 10 markets have
voluntarily  committed to begin digital broadcasting within 18 months), and that
affiliates of these networks in markets 11 through 30 begin digital broadcasting
by November 1999.  The FCC's plan calls for the DTV transition  period to end in
the year 2006, at which time the FCC expects that (i) DTV channels will be

                                      S-47

<PAGE>


clustered either in the range of channels 2 through 46 or channels 7 through 51;
and  (ii)  television  broadcasters  will  have  ceased  broadcasting  on  their
non-digital  channels,  allowing that spectrum to be recovered by the government
for other uses. Under the Balanced Budget Act, however, the FCC is authorized to
extend the December 31, 2006 deadline for reclamation of a television  station's
non-digital  channel if, in any given case: (i) one or more television  stations
affiliated with one of the four major networks in a market are not  broadcasting
digitally,  and the FCC  determines  that  such  stations  have  "exercised  due
diligence" in attempting to convert to digital broadcasting;  (ii) less than 85%
of the television households in the station's market subscribe to a multichannel
video service  (cable,  wireless cable or DBS) that carries at least one digital
channel from each of the local  stations in that market;  or (iii) less than 85%
of the television households in the station's market can receive digital signals
off the air using either a set-top converter box for an analog television set or
a new DTV  television  set.  The  Balanced  Budget Act also  directs  the FCC to
auction the non-digital  channels by September 30, 2002 even though they are not
to be reclaimed by the government until at least December 31, 2006. The Balanced
Budget Act also  permits  broadcasters  to bid on the  non-digital  channels  in
cities with populations greater than 400,000, provided the channels are used for
DTV. Thus, it is possible a broadcaster could own two channels in a market.  The
FCC has opened a separate  proceeding  in which it has  proposed  to  reallocate
television  channels 60 through 69 to other services while  protecting  existing
television   stations  on  those  channels  from  interference  during  the  DTV
transition  period.  Additionally,  the FCC will open a separate  proceeding  to
consider  to what  extent the cable  must-carry  requirements  will apply to DTV
signals.

     Implementation of digital  television will improve the technical quality of
television signals received by viewers.  Under certain  circumstances,  however,
conversion to digital operation may reduce a station's  geographic coverage area
or result in some increased interference.  The FCC's DTV allotment plan may also
result in UHF  stations  having  considerably  less signal  power  within  their
service areas than present VHF stations  that move to DTV channels.  The Company
has filed with the FCC a petition for reconsideration of the FCC's DTV allotment
plan because of its concerns  with respect to the relative DTV signal  powers of
VHF/UHF and UHF/UHF  stations.  Implementation  of digital  television will also
impose substantial  additional costs on television  stations because of the need
to replace  equipment  and because some  stations will need to operate at higher
utility  costs.  The  FCC is  also  considering  imposing  new  public  interest
requirements  on  television  licensees  in  exchange  for their  receipt of DTV
channels. The Company cannot predict what future actions the FCC might take with
respect  to DTV,  nor  can it  predict  the  effect  of the  FCC's  present  DTV
implementation plan or such future actions on the Company's business.

Proposed Changes

     The  Congress and the FCC have under  consideration,  and in the future may
consider and adopt, new laws,  regulations and policies regarding a wide variety
of matters that could affect, directly or indirectly,  the operation,  ownership
and  profitability of the Company's  broadcast  stations,  result in the loss of
audience share and advertising  revenues for the Company's  broadcast  stations,
and affect the ability of the Company to acquire  additional  broadcast stations
or finance such  acquisitions.  In addition to the changes and proposed  changes
noted above, such matters may include, for example, the license renewal process,
spectrum use fees, political  advertising rates,  potential  restrictions on the
advertising of certain products (beer, wine and hard liquor,  for example),  and
the rules and  policies to be applied in  enforcing  the FCC's equal  employment
opportunity regulations. Other matters that could affect the Company's broadcast
properties  include   technological   innovations  and  developments   generally
affecting competition in the mass communications  industry, such as direct radio
and television  broadcast  satellite  service,  the continued  establishment  of
wireless cable systems and low power television stations, digital television and
radio  technologies,  and the advent of telephone  company  participation in the
provision of video programming service.

Other Considerations

     The foregoing  summary does not purport to be a complete  discussion of all
provisions  of the  Communications  Act or  other  congressional  acts or of the
regulations and policies of the FCC. For further  information,  reference should
be made to the Communications Act, other congressional acts, and regulations and
public notices promulgated from time to time by the FCC. There are additional

                                      S-48

<PAGE>


regulations  and  policies  of the FCC and other  federal  agencies  that govern
political broadcasts, public affairs programming,  equal employment opportunity,
and other matters affecting the Company's business and operations.

ENVIRONMENTAL REGULATION

     Prior to the Company's ownership or operation of its facilities, substances
or  waste  that  are  or  might  be  considered   hazardous   under   applicable
environmental  laws may have been  generated,  used,  stored or  disposed  of at
certain of those facilities.  In addition,  environmental conditions relating to
the soil and groundwater at or under the Company's facilities may be affected by
the proximity of nearby properties that have generated, used, stored or disposed
of hazardous  substances.  As a result,  it is possible  that the Company  could
become subject to  environmental  liabilities  in the future in connection  with
these facilities under applicable  environmental laws and regulations.  Although
the  Company   believes  that  it  is  in  substantial   compliance   with  such
environmental  requirements,  and have not in the past  been  required  to incur
significant  costs in connection  therewith,  there can be no assurance that the
Company's  costs to  comply  with such  requirements  will not  increase  in the
future.  The Company  presently  believes that none of its  properties  have any
condition  that is likely to have a  material  adverse  effect on the  Company's
financial condition or results of operations.

COMPETITION

     The Company's  television and radio stations compete for audience share and
advertising revenue with other television and radio stations in their respective
DMAs or MSAs,  as well as with  other  advertising  media,  such as  newspapers,
magazines,  outdoor advertising,  transit advertising,  yellow page directories,
direct mail and local cable and wireless cable  systems.  Some  competitors  are
part of larger organizations with substantially greater financial, technical and
other resources than the Company.

     Television Competition. Competition in the television broadcasting industry
occurs  primarily in  individual  DMAs.  Generally,  a  television  broadcasting
station in one DMA does not compete with  stations in other DMAs.  The Company's
television stations are located in highly competitive DMAs. In addition, certain
of the Company's DMAs are overlapped by both  over-the-air and cable carriage of
stations in adjacent  DMAs,  which tends to spread  viewership  and  advertising
expenditures over a larger number of television stations.

     Broadcast  television  stations compete for advertising  revenues primarily
with other  broadcast  television  stations,  radio  stations  and cable  system
operators serving the same market.  Traditional  Network  programming  generally
achieves higher  household  audience levels than Fox, WB and UPN programming and
syndicated programming aired by independent stations.  This can be attributed to
a combination of factors, including the Traditional Networks' efforts to reach a
broader audience,  generally better signal carriage  available when broadcasting
over VHF channels 2 through 13 versus  broadcasting over UHF channels 14 through
69 and the  higher  number of hours of  Traditional  Network  programming  being
broadcast weekly. However, greater amounts of advertising time are available for
sale during Fox, UPN and WB programming and non-network syndicated  programming,
and as a result the Company  believes that the Company's  programming  typically
achieves a share of  television  market  advertising  revenues  greater than its
share of the market's audience.

     Television  stations  compete for audience share  primarily on the basis of
program  popularity,  which has a direct effect on  advertising  rates.  A large
amount of the  Company's  prime time  programming  is  supplied  by Fox and to a
lesser extent WB, UPN, ABC and CBS. In those periods,  the Company's  affiliated
stations are totally dependent upon the performance of the networks' programs in
attracting  viewers.  Non-network  time  periods are  programmed  by the station
primarily  with  syndicated  programs  purchased for cash,  cash and barter,  or
barter-only,  and also  through  self-produced  news,  public  affairs and other
entertainment programming.

     Television  advertising rates are based upon factors which include the size
of the DMA in which the  station  operates,  a  program's  popularity  among the
viewers  that an  advertiser  wishes  to  attract,  the  number  of  advertisers
competing for the available  time, the  demographic  makeup of the DMA served by
the  station,  the  availability  of  alternative  advertising  media in the DMA
(including radio and cable),

                                      S-49

<PAGE>


the  aggressiveness  and knowledge of sales forces in the DMA and development of
projects, features and programs that tie advertiser messages to programming. The
Company  believes that its sales and programming  strategies allow it to compete
effectively for advertising within its DMAs.

     Other  factors  that are  material to a  television  station's  competitive
position include signal coverage, local program acceptance, network affiliation,
audience  characteristics and assigned broadcast  frequency.  Historically,  the
Company's UHF broadcast  stations  have suffered a competitive  disadvantage  in
comparison   to  stations  with  VHF   broadcast   frequencies.   This  historic
disadvantage has gradually declined through (i) carriage on cable systems,  (ii)
improvement   in  television   receivers,   (iii)   improvement   in  television
transmitters, (iv) wider use of all channel antennae, (v) increased availability
of  programming,  and (vi) the  development  of new networks such as Fox, WB and
UPN.

     The broadcasting  industry is continuously faced with technical changes and
innovations, the popularity of competing entertainment and communications media,
changes in labor conditions, and governmental restrictions or actions of federal
regulatory  bodies,  including  the FCC,  any of  which  could  possibly  have a
material  effect on a television  station's  operations  and profits.  There are
sources of video service other than conventional  television stations,  the most
common being cable  television,  which can increase  competition for a broadcast
television station by bringing into its market distant  broadcasting signals not
otherwise available to the station's audience,  serving as a distribution system
for national satellite-delivered programming and other non-broadcast programming
originated on a cable system and selling  advertising time to local advertisers.
Other  principal   sources  of  competition   include  home  video   exhibition,
direct-to-home broadcast satellite television ("DBS") entertainment services and
multichannel  multipoint  distribution services ("MMDS").  Moreover,  technology
advances and regulatory  changes  affecting  programming  delivery through fiber
optic telephone lines and video  compression  could lower entry barriers for new
video channels and encourage the development of increasingly specialized "niche"
programming.   The  1996  Act  permits  telephone  companies  to  provide  video
distribution  services via radio  communication,  on a common carrier basis,  as
"cable  systems"  or  as  "open  video  systems,"  each  pursuant  to  different
regulatory   schemes.   The  Company  is  unable  to  predict  the  effect  that
technological  and  regulatory  changes  will have on the  broadcast  television
industry and on the future  profitability  and value of a  particular  broadcast
television station.

     The FCC  authorizes DBS services  throughout the United States.  Currently,
two FCC permitees,  DirecTV and United States  Satellite  Broadcasting,  provide
subscription  DBS services via  high-power  communications  satellites and small
dish receivers,  and other companies provide  direct-to-home video service using
lower powered satellites and larger receivers. Additional companies are expected
to commence direct-to-home  operations in the near future. DBS and MMDS, as well
as other new technologies,  will further increase competition in the delivery of
video programming.

     The Company  cannot  predict what other  matters might be considered in the
future,  nor can it judge in advance what impact, if any, the  implementation of
any of these proposals or changes might have on its business.

     The  Company   believes  that  television   broadcasting  may  be  enhanced
significantly   by  the  development  and  increased   availability  of  digital
broadcasting service technology. This technology has the potential to permit the
Company to provide viewers multiple channels of digital  television over each of
its  existing  standard  channels,  to  provide  certain  programming  in a high
definition  television  format and to deliver  various forms of data,  including
data  on  the  Internet,  to  home  and  business  computers.  These  additional
capabilities  may provide the Company with  additional  sources of revenue.  The
Company has announced its intention to provide  multiple  channels of television
on its  allocated  portions of the  broadcast  spectrum.  The  Company  plans to
provide additional broadcast  programming and transmitted data on a subscription
basis,  and  continue  to  provide  its  current  TV  program  channels  without
subscription fees. This digital broadcasting service technology is not currently
available  to the viewing  public and a successful  transition  from the current
analog broadcast format to a digital format may take many years. There can be no
assurance  that the Company's  efforts to take  advantage of the new  technology
will be commercially successful.

     The Company also competes for programming,  which involves negotiating with
national  program  distributors  or  syndicators  that sell  first-run and rerun
packages of programming. The Company's sta-

                                      S-50

<PAGE>


tions compete for exclusive access to those programs against in-market broadcast
station  competitors  for syndicated  products.  Cable systems  generally do not
compete with local stations for  programming,  although  various  national cable
networks from time to time have acquired programs that would have otherwise been
offered to local television  stations.  Public  broadcasting  stations generally
compete  with  commercial  broadcasters  for  viewers  but not  for  advertising
dollars.

     Historically,  the cost of programming has increased because of an increase
in the number of new Independent stations and a shortage of quality programming.
However,  the  Company  believes  that over the past five years  program  prices
generally have stabilized.

     The  Company  believes  it  competes  favorably  against  other  television
stations  because of its  management  skill and  experience,  the ability of the
Company  historically to generate revenue share greater than its audience share,
the network  affiliations  and its local program  acceptance.  In addition,  the
Company  believes  that it benefits  from the  operation  of multiple  broadcast
properties,   affording  it  certain  nonquantifiable  economies  of  scale  and
competitive advantages in the purchase of programming.

     Radio Competition. Radio broadcasting is a highly competitive business, and
each of the radio stations  operated by the Company  competes for audience share
and  advertising  revenue  directly with other radio  stations in its geographic
market,  as well as with other media,  including  television,  cable television,
newspapers,  magazines,  direct mail and  billboard  advertising.  The  audience
ratings and advertising  revenue of each of such stations are subject to change,
and any adverse  change in a  particular  market  could have a material  adverse
effect on the revenue of such radio stations  located in that market.  There can
be no assurance  that any one of the  Company's  radio  stations will be able to
maintain or increase its current audience ratings and radio advertising  revenue
market share.

     The  Company  will  attempt to improve  each  radio  station's  competitive
position  with  promotional  campaigns  designed  to enhance and  reinforce  its
identities with the listening public.  Extensive market research is conducted in
order to identify specific  demographic  groups and design a programming  format
for those groups.  The Company seeks to build a strong listener base composed of
specific  demographic  groups in each market,  and thereby  attract  advertisers
seeking to reach these listeners.  Aside from building its stations'  identities
and  targeting  its  programming  at  specific  demographic  groups,  management
believes  that the Company  also  obtains a  competitive  advantage by operating
duopolies or multiple stations in the nation's larger mid-size markets.

     The radio  broadcasting  industry is also subject to  competition  from new
media technologies that are being developed or introduced,  such as the delivery
of  audio  programming  by  cable  television   systems  and  by  digital  audio
broadcasting  ("DAB"). DAB may provide a medium for the delivery by satellite or
terrestrial  means of  multiple  new  audio  programming  formats  to local  and
national   audiences.   The  FCC  has  issued  licenses  for  two  DAB  systems.
Historically,  the  radio  broadcasting  industry  has  grown  in terms of total
revenues  despite  the  introduction  of new  technologies  for the  delivery of
entertainment   and  information,   such  as  television   broadcasting,   cable
television,  audio tapes and compact disks. There can be no assurance,  however,
that the development or  introduction in the future of any new media  technology
will not have an adverse effect on the radio broadcast industry.

EMPLOYEES

     As of August 20, 1997, the Company had approximately 2,300 employees.  With
the  exception  of certain of the  employees  of KOVR-TV,  KDNL-TV,  WBEN-AM and
WWL-AM,  none of the  employees  are  represented  by  labor  unions  under  any
collective  bargaining  agreement.  No  significant  labor  problems  have  been
experienced  by the  Company,  and  the  Company  considers  its  overall  labor
relations to be good.

LEGAL PROCEEDINGS

     On July 14,  1997,  Sinclair  publicly  announced  that it had  reached  an
agreement for certain of its owned and/or programmed  television  stations which
are currently affiliated with UPN to become affiliated with WB beginning January
16,  1998.  On August 1, 1997,  UPN  informed  Sinclair  that it did not believe
Sinclair or its  affiliates  had provided  proper notice of its intention not to
extend the UPN

                                      S-51

<PAGE>



affiliation  agreements  beyond January 15, 1998, and,  accordingly,  that these
agreements had been automatically renewed through January 15, 2001.

     In August 1997,  UPN filed an action in Los Angeles  Superior Court against
the Company,  seeking  declaratory  relief and specific  performance  or, in the
alternative,  unspecified  damages and alleging that neither the Company nor its
affiliates  provided  proper notice of their intention not to extend the current
UPN affiliations  beyond January 15, 1998.  Certain  subsidiaries of the Company
have filed an action in the Circuit Court for Baltimore City seeking declaratory
relief that their notice was effective to terminate the  affiliations on January
15, 1998.  Although the Company  believes that proper notice of intention not to
extend was provided to UPN,  there can be no assurance  that the Company and its
subsidiaries  will  prevail in these  proceedings  or that the  outcome of these
proceedings,  if adverse to the  Company and its  subsidiaries,  will not have a
material adverse effect on the Company.

     The  Company  currently  and from time to time is  involved  in  litigation
incidental  to the  conduct of its  business.  Except as  described  above,  the
Company is not a party to any lawsuit or  proceeding  that in the opinion of the
Company will have a material adverse effect.



                                      S-52

<PAGE>

                                   MANAGEMENT

     Set forth below is certain information  relating to the Company's executive
officers,  directors,  certain  key  employees  and  persons  expected to become
executive officers, directors or key employees.

         NAME            AGE                       TITLE
---------------------   ----- -----------------------------------------------
David D. Smith.........  46    President, Chief Executive Officer, Director
                               and Chairman of the Board
Frederick G. Smith ....  48    Vice President and Director
J. Duncan Smith........  43    Vice President, Secretary and Director
Robert E. Smith........  34    Vice President, Treasurer and Director
David B. Amy...........  44    Chief Financial Officer
Barry Drake............  45    Chief Operating Officer, SCI Radio
Alan B. Frank..........  47    Regional Director, SCI
Robert Gluck...........  39    Regional Director, SCI
Michael Granados ......  42    Regional Director, SCI
Steven M. Marks........  40    Regional Director, SCI
John T. Quigley........  54    Regional Director, SCI
Frank Quitoni..........  52    Regional Director, SCI
M. William Butler .....  44    Vice President/Group Program Director, SCI
Michael Draman.........  48    Vice President/TV Sales and Marketing, SCI
Stephen A. Eisenberg...  55    Vice President/Director of National Sales, SCI
Nat Ostroff............  56    Vice President/New Technology
Delbert R. Parks, III..  44    Director of Operations and Engineering, SCI
Robert E. Quicksilver..  42    Vice President/General Counsel, SCI
Thomas E. Severson ....  33    Corporate Controller
Michael E. Sileck .....  37    Vice President/Finance, SCI
Robin A. Smith.........  41    Chief Financial Officer, SCI Radio
Patrick J. Talamantes..  33    Director of Corporate Finance
Lawrence E. McCanna ...  53    Director
Basil A. Thomas........  82    Director


     In addition to the foregoing, the following persons have agreed to serve as
executive  officers and/or directors of the Company as soon as permissible under
the rules of the FCC and applicable laws.


        NAME            AGE                       TITLE
--------------------   ----- ----------------------------------------------
Barry Baker...........  45    Executive Vice President Of The Company,
                              Chief Executive Officer of SCI and Director
Kerby Confer..........  56    Chief Executive Officer, SCI Radio
Roy F. Coppedge, III..  49    Director


     In  connection  with the River  City  Acquisition,  the  Company  agreed to
increase  the size of the  Board of  Directors  from  seven  members  to nine to
accommodate  the  prospective  appointment  of each of  Barry  Baker  and Roy F.
Coppedge,  III or such other designee as Boston  Ventures may select.  Mr. Baker
and Mr. Confer currently serve as consultants to the Company.

     Members of the Board of Directors are elected for one-year  terms and until
their  successors  are  duly  elected  and  qualified.  Executive  officers  are
appointed  by the Board of Directors  annually to serve for  one-year  terms and
until their successors are duly appointed and qualified.

     On July 30, 1997 William E. Brock  submitted  and the Company  accepted his
resignation from the Company's Board of Directors. Currently, no action has been
taken by the Board of Directors to identify a replacement for Mr. Brock.

     David D.  Smith has  served  as  President,  Chief  Executive  Officer  and
Chairman of the Board since September 1990.  Prior to that, he served as General
Manager  of  WPTT  from  1984,   and  assumed  the  financial  and   engineering
responsibility  for the Company,  including the construction of WTTE in 1984. In
1980,  Mr. Smith  founded  Comark  Television,  Inc.,  which applied for and was
granted the permit for WPXT-TV in Portland, Maine and which purchased WDSI-TV in
Chattanooga, Tennessee. WPXT-TV

                                      S-53

<PAGE>


was sold one year after  construction  and  WDSI-TV was sold two years after its
acquisition.  From 1978 to 1986,  Mr. Smith  co-founded and served as an officer
and  director  of  Comark  Communications,   Inc.,  a  company  engaged  in  the
manufacture  of  high  power  transmitters  for  UHF  television  stations.  His
television  career  began  with  WBFF  in  Baltimore,  where  he  helped  in the
construction  of the station and was in charge of  technical  maintenance  until
1978.  David D. Smith,  Frederick G. Smith,  J. Duncan Smith and Robert E. Smith
are brothers.

     Frederick G. Smith has served as Vice  President of the Company  since 1990
and as a Director  since 1986.  Prior to joining the Company in 1990,  Mr. Smith
was an oral and  maxillofacial  surgeon  engaged  in  private  practice  and was
employed by Frederick G. Smith, M.S., D.D.S.,  P.A., a professional  corporation
of which Mr. Smith was the sole officer, director and stockholder.

     J. Duncan Smith has served as Vice  President,  Secretary and a Director of
the Company since 1988. Prior to that, he worked for Comark Communications, Inc.
installing  UHF  transmitters.  In addition,  he also worked  extensively on the
construction  of WPTT in Pittsburgh,  WTTE in Columbus,  WIIB in Bloomington and
WTTA in St. Petersburg,  as well as on the renovation of the new studio, offices
and news facility for WBFF in Baltimore.

     Robert E. Smith has served as Vice  President,  Secretary and a Director of
the Company  since 1988.  Prior to that,  he served as Program  Director at WBFF
from 1986 to 1988.  Prior to that, he assisted in the  construction  of WTTE and
also worked for Comark Communications, Inc. installing UHF transmitters.

     David B. Amy has served as Chief Financial Officer ("CFO") since October of
1994. In addition, he serves as Secretary of Sinclair Communications,  Inc., the
Company subsidiary which owns and operates the broadcasting operations. Prior to
his appointment as CFO Mr. Amy served as the Corporate Controller of the Company
beginning in 1986 and has been the Company's Chief Accounting Officer since that
time. Mr. Amy has over thirteen years of broadcast experience, having joined the
Company as a business  manager for WPTT in  Pittsburgh.  Mr. Amy received an MBA
degree from the University of Pittsburgh in 1981.

     Barry  Drake  has  served as Chief  Operating  Officer  of SCI Radio  since
completion  of the River  City  Acquisition.  Prior to that  time,  he was Chief
Operating  Officer --  Keymarket  Radio  Division of River City since July 1995.
Prior to that time, he was President  and Chief  Operating  Officer of Keymarket
since 1988.  From 1985  through  1988,  Mr.  Drake  performed  the duties of the
President of each of the Keymarket  broadcasting  entities,  with responsibility
for three stations located in Houston, St. Louis and Detroit.

     Alan B. Frank has served as Regional  Director  for the  Company  since May
1994. As Regional  Director,  Mr. Frank is  responsible  for the  Pittsburgh and
Kansas City markets.  Prior to his appointment to Regional  Director,  Mr. Frank
served as General Manager of WPGH beginning in September 1991.

     Robert  Gluck has served as Regional  Director of the Company  since August
1997.  As Regional  Director,  Mr. Gluck is  responsible  for the  Milwaukee and
Raleigh/Durham  markets.  Prior to joining  the  Company,  Mr.  Gluck  served as
General Manager at WTIC-TV in the  Hartford-New  Haven market.  Prior to joining
WTIC-TV in 1988,  Mr.  Gluck  served as National  Sales  Manager and Local Sales
Manager of WLVI-TV  in Boston.  Before  joining  WLVI-TV,  Mr.  Gluck  served in
various  sales and  management  capacities in with New York  advertising  agency
firms.

     Michael  Granados  has served as a Regional  Director of the Company  since
July 1996.  As a Regional  Director,  Mr.  Granados is  responsible  for the San
Antonio,  Des  Moines,  Peoria and Las Vegas  markets.  Prior to July 1996,  Mr.
Granados has served in various  positions with the Company and, before the River
City  Acquisition,  with River City.  He served as the General  Sales Manager of
KABB from 1989 to 1993,  the Station  Manager and Director of Sales of WTTV from
1993 to 1994  and the  General  Manager  of WTTV  prior  to his  appointment  as
Regional Director in 1996.

     Steven M. Marks has  served as  Regional  Director  for the  Company  since
October 1994. As Regional Director,  Mr. Marks is responsible for the Baltimore,
Norfolk,  Flint and  Birmingham  markets.  Prior to his  appointment as Regional
Director,  Mr.  Marks served as General  Manager for WBFF since July 1991.  From
1986 until  joining WBFF in 1991,  Mr. Marks served as General  Sales Manager at
WTTE. Prior to that time, he was national sales manager for WFLX-TV in West Palm
Beach, Florida.

                                      S-54

<PAGE>


     John T. Quigley has served as a Regional Director of the Company since June
1996.  As  Regional  Director,  Mr.  Quigley is  responsible  for the  Columbus,
Cincinnati, and Oklahoma City markets. Prior to that time, Mr. Quigley served as
general  manager of WTTE since July 1985.  Prior to joining  WTTE,  Mr.  Quigley
served in  broadcast  management  positions at WCPO-TV in  Cincinnati,  Ohio and
WPTV-TV in West Palm Beach, Florida.

     Frank  Quitoni has served as a Regional  Director  since  completion of the
River City Acquisition. As Regional Director, Mr. Quitoni is responsible for the
St.  Louis,   Sacramento,   Indianapolis  and   Asheville/Greenville/Spartanburg
markets.  Prior to joining the Company,  he was Vice President of Operations for
River City since 1995.  Mr. Quitoni had served as the Director of Operations and
Engineering  for River City since 1994.  Prior thereto Mr.  Quitoni  served as a
consultant  to CBS  beginning in 1989.  Mr.  Quitoni was the Director of Olympic
Operations  for CBS Sports for the 1992 Winter  Olympic Games and consulted with
CBS for the 1994 Winter  Olympic  Games.  Mr.  Quitoni was awarded the Technical
Achievement Emmy for the 1992 and 1994 CBS Olympic broadcasts.

     M. William Butler has served as Vice President/Group  Program Director, SCI
since 1997.  From 1995 to 1997,  Mr. Butler served as Director of Programming at
KCAL, the Walt Disney Company station in Los Angeles,  California.  From 1991 to
1995,  he was Director of Marketing  and  Programming  at WTXF in  Philadelphia,
Pennsylvania  and  prior to that he held the same  position  at WLVI in  Boston,
Massachusetts.   Mr.  Butler  attended  the  Graduate  Business  School  of  the
University of Cincinnati from 1975 to 1976.

     Michael Draman has served as Vice  President/TV  Sales and  Marketing,  SCI
since 1997.  From 1995 until  joining the  Company,  Mr.  Draman  served as Vice
President of Revenue Development for New World Television. From 1983 to 1995, he
was  Director of Sales and  Marketing  for WSVN in Miami,  Florida.  Mr.  Draman
attended The American University and The Harvard Business School and served with
the U.S. Marine Corps in Vietnam.

     Stephen A.  Eisenberg has served as Director of National  Sales,  SCI since
November  1996.  Prior to joining the  Company,  he worked since 1975 in various
capacities   at   Petry   Television,    including   most   recently   as   Vice
President/Director of Sales with total national sales responsibility for KTTV in
Los Angeles, California,  KCPQ-TV in Seattle, Washington,  WTNH-TV in New Haven,
Connecticut,  WKYC-TV  in  Cleveland,  Ohio,  WBIR-TV in  Knoxville,  Tennessee,
WKEF-TV in Dayton,  Ohio and  WTMJ-TV in  Milwaukee,  Wisconsin.  Mr.  Eisenberg
received an MS degree in Journalism from  Northwestern's  Medill School and a BA
degree from Brooklyn College.

     Nat Ostroff has served as Vice President for New  Technology  since joining
the Company in January of 1996. From 1981 until joining the Company,  he was the
President and CEO of Comark  Communication  Inc., a leading  manufacturer of UHF
transmission equipment. While at Comark, Mr. Ostroff was nominated and awarded a
Prime  Time  Emmy  Award  for  outstanding   engineering   achievement  for  the
development of new UHF  transmitter  technologies  in 1993. In 1968, Mr. Ostroff
founded Acrodyne Industries Inc., a manufacturer of TV transmitters and a public
company and served as its first  President  and CEO.  Mr.  Ostroff  holds a BSEE
degree from Drexel University and an MEEE degree from New York University. He is
a member of several industry organizations, including, AFCCE, IEEE and SBE.

     Delbert  R.  Parks  III has  served as Vice  President  of  Operations  and
Engineering  since the completion of the River City  Acquisition.  Prior to that
time, he was Director of Operations and  Engineering for WBFF and Sinclair since
1985,  and has  been  with the  Company  for 25  years.  He is  responsible  for
planning,  organizing and implementing  operational and engineering policies and
strategies as they relate to television and computer systems.  Currently,  he is
consolidating  facilities  for  Sinclair's  television  stations  and  has  just
completed a digital  facility for  Sinclair's  news and  technical  operation in
Pittsburgh. Mr. Parks is also a Lieutenant Colonel in the Maryland Army National
Guard and commands the 1st Battalion, 175th Infantry (Light).

     Robert E.  Quicksilver has served as Vice  President/General  Counsel,  SCI
since completion of the River City Acquisition.  Prior to that time he served as
General  Counsel of River  City since  September  1994.  From 1988 to 1994,  Mr.
Quicksilver was a partner of the law firm of Rosenblum, Goldenhersh, Silverstein
and Zafft,  P.C. in St.  Louis.  Mr.  Quicksilver  holds a B.A.  from  Dartmouth
College and a J.D. from the University of Michigan.

                                      S-55

<PAGE>


     Thomas E. Severson has served as Corporate  Controller  since January 1997.
Prior to that time, Mr. Severson  served as Assistant  Controller of the Company
since 1995.  Prior to joining the Company,  Mr.  Severson held  positions in the
audit  departments  of KPMG Peat Marwick LLP and Deloitte & Touche LLP from 1991
to 1995.  Mr.  Severson is a graduate of the  University  of Baltimore  and is a
Certified Public Accountant.

     Michael  E.  Sileck  has  served  as Vice  President/Finance  of SCI  since
completion  of the River City  Acquisition.  Prior to that time he served as the
Director of Finance for River City since 1993.  Mr.  Sileck joined River City in
July 1990 as Director of Finance and Business Affairs for KDNL-TV. Mr. Sileck is
an  active  member  of the  Broadcast  Cable  Financial  Management  Association
("BCFM") and was a Director of BCFM from 1993 to 1996. Mr.  Sileck,  a Certified
Public  Accountant,  received  a B.S.  degree in  Accounting  from  Wayne  State
University and an M.B.A. in Finance from Oklahoma City University.

     Robin A. Smith has served as Chief Financial Officer,  SCI Radio since June
1996.  From 1993 until joining the Company,  Ms. Smith served as Vice  President
and Chief  Financial  Officer of the Park Lane Group of Menlo Park,  California,
which owned and operated  small market radio  stations.  From 1982 to 1993,  she
served as Vice President and Treasurer of Edens  Broadcasting,  Inc. in Phoenix,
Arizona, which owns and operates radio stations in major markets. Ms. Smith is a
graduate of the Arizona State University and is a Certified Public Accountant.

     Patrick J.  Talamantes  has served as  Director  of  Corporate  Finance and
Treasurer of SCI since completion of the River City  Acquisition.  Prior to that
time, he served as Treasurer for River City since April 1995. From 1991 to 1995,
he was a Vice President with Chemical  Bank,  where he completed  financings for
clients in the cable, broadcasting, publishing and entertainment industries. Mr.
Talamantes holds a B.A. degree from Stanford  University and an M.B.A.  from the
Wharton School at the University of Pennsylvania.

     Lawrence E.  McCanna  has served as a Director  of the  Company  since July
1995. Mr. McCanna has been a partner of the accounting firm of Gross, Mendelsohn
&  Associates,  P.A.,  since 1972 and has served as its managing  partner  since
1982. Mr. McCanna has served on various  committees of the Maryland  Association
of  Certified  Public  Accountants  and was  chairman of the  Management  of the
Accounting Practice  Committee.  He is also a former member of the Management of
an Accounting  Practice  Committee of the American Institute of Certified Public
Accountants.  Mr.  McCanna  is a member of the board of  directors  of  Maryland
Special Olympics.

     Basil A.  Thomas has served as a Director  of the  Company  since  November
1993. He is of counsel to the Baltimore law firm of Thomas & Libowitz,  P.A. and
has been in the private  practice of law since  1983.  From 1961 to 1968,  Judge
Thomas  served as an Associate  Judge on the Municipal  Court of Baltimore  City
and, from 1968 to 1983, he served as an Associate  Judge of the Supreme Bench of
Baltimore  City.  Judge Thomas is a trustee of the University of Baltimore and a
member of the American Bar Association  and the Maryland State Bar  Association.
Judge Thomas attended the College of William & Mary and received his L.L.B. from
the University of Baltimore.  Judge Thomas is the father of Steven A. Thomas,  a
senior attorney and founder of Thomas & Libowitz, counsel to the Company.

     Barry Baker has been the Chief Executive  Officer of River City since 1989,
and is the President of the corporate  general  partner of River City and Better
Communications,  Inc. ("BCI"). The principal business of both River City and BCI
is  television  and  radio  broadcasting.  In  connection  with the  River  City
Acquisition, the Company agreed to appoint Mr. Baker Executive Vice President of
the  Company  and to elect him as a Director  at such time as he is  eligible to
hold those positions under applicable FCC regulations.  He currently serves as a
consultant to the Company.

     Kerby Confer served as a member of the Board of  Representatives  and Chief
Executive  Officer --  Keymarket  Radio  Division of River City since July 1995.
Prior  thereto,  Mr. Confer served as Chairman of the Board and Chief  Executive
Officer of Keymarket  since its founding in December 1981.  Prior to engaging in
the  acquisition  of various radio stations in 1975, Mr. Confer held a number of
jobs in the broadcast business, including serving as Managing Partner of a radio
station in Annapolis, Maryland from 1969 to 1975. From 1966 to 1969, he hosted a
pop music television show on WBAL-TV (Baltimore) and

                                      S-56

<PAGE>



WDCA-TV (Washington, D.C.). Prior thereto, Mr. Confer served as program director
or  producer/director  for radio and  television  stations  owned by Susquehanna
Broadcasting and Plough Broadcasting Company, Inc. Mr. Confer currently provides
services to the Company and is expected to become Chief Executive Officer of SCI
Radio at such time as he is eligible to hold this position under  applicable FCC
regulations.

     Roy F. Coppedge, III is a general partner of the general partner of each of
the Boston Ventures partnerships, limited partnerships primarily involved in the
business of investments.  Mr. Coppedge is a director of Continental Cablevision,
Inc., and American Media, Inc. and a member of the Board of  Representatives  of
Falcon Holding Group,  L.P. In connection with the River City  Acquisition,  the
Company  agreed  to elect  Mr.  Coppedge  as a  Director  at such  time as he is
eligible to hold that position under applicable FCC regulations.

EMPLOYMENT AGREEMENTS

     The Company has entered into an employment  agreement  with David D. Smith,
President and Chief Executive Officer of the Company.  David Smith's  employment
agreement  has an initial  term of three years and is renewable  for  additional
one-year terms, unless either party gives notice of termination not less than 60
days  prior  to  the   expiration  of  the  then  current  term.  The  Company's
Compensation   Committee   has  approved  an  increase  in  Mr.   Smith's  total
compensation  to  $1,200,000.  Mr. Smith is also entitled to  participate in the
Company's  Executive Bonus Plan based upon the performance of the Company during
the year. The employment  agreement  provides that the Company may terminate Mr.
Smith's  employment  prior to expiration of the agreement's  term as a result of
(i) a breach  by Mr.  Smith  of any  material  covenant,  promise  or  agreement
contained in the employment  agreement;  (ii) a dissolution or winding up of the
Company;  (iii) the disability of Mr. Smith for more than 210 days in any twelve
month period (as determined under the employment agreement);  or (iv) for cause,
which includes  conviction of certain crimes,  breach of a fiduciary duty to the
Company or the  stockholders,  or repeated  failure to exercise or undertake his
duties as an officer of the Company (each, a "Termination Event").

     In June  1995,  the  Company  entered  into an  employment  agreement  with
Frederick G. Smith, Vice President of the Company.  Frederick Smith's employment
agreement  has an initial  term of three years and is renewable  for  additional
one-year terms, unless either party gives notice of termination not less than 60
days prior to the expiration of the then current term. Under the agreement,  Mr.
Smith  receives a base salary of $260,000 and is also entitled to participate in
the Company's Executive Bonus Plan based upon the performance of the Company and
Mr. Smith during the year.  The employment  agreement  provides that the Company
may terminate Mr. Smith's employment prior to expiration of the agreement's term
as a result of a Termination Event.

     In June 1995,  the Company  entered into an  employment  agreement  with J.
Duncan Smith,  Vice  President and Secretary of the Company.  J. Duncan  Smith's
employment  agreement  has an initial term of three years and is  renewable  for
additional  one-year terms,  unless either party gives notice of termination not
less than 60 days prior to the  expiration of the then current  term.  Under the
agreement,  Mr. Smith receives a base salary of $270,000 and is also entitled to
participate in the Company's  Executive Bonus Plan based upon the performance of
the Company and Mr. Smith during the year.  The  employment  agreement  provides
that the Company may terminate Mr. Smith's employment prior to expiration of the
agreement's term as a result of a Termination Event.

     In June 1995, the Company entered into an employment  agreement with Robert
E. Smith,  Vice  President  and  Treasurer  of the  Company.  Robert E.  Smith's
employment  agreement  has an initial term of three years and is  renewable  for
additional  one-year terms,  unless either party gives notice of termination not
less than 60 days prior to the  expiration of the then current  term.  Under the
agreement,  Mr. Smith receives a base salary of $250,000 and is also entitled to
participate in the Company's  Executive Bonus Plan based upon the performance of
the Company and Mr. Smith during the year.  The  employment  agreement  provides
that the Company may terminate Mr. Smith's employment prior to expiration of the
agreement's term as a result of a Termination Event.

     In connection with the River City Acquisition,  the Company entered into an
employment  agreement  (the  "Baker  Employment  Agreement")  with  Barry  Baker
pursuant to which Mr. Baker will become President and Chief Executive Officer of
SCI and Executive Vice President of the Company at such time as

                                      S-57

<PAGE>


Mr.  Baker  is able to hold  those  positions  consistent  with  applicable  FCC
regulations.  Until  such time as Mr.  Baker is able to become an officer of the
Company,  he serves as a  consultant  to the Company  pursuant  to a  consulting
agreement and receives  compensation  that he would be entitled to as an officer
under the Baker Employment Agreement.  While Mr. Baker acts as consultant to the
Company  he will not  direct  employees  of  Sinclair  in the  operation  of its
television  stations and will not perform services  relating to any shareholder,
bank financing or regulatory  compliance matters with respect to the Company. In
addition,  Mr. Baker will remain the Chief  Executive  Officer of River City and
will devote a  substantial  amount of his  business  time and  energies to those
services. Mr. Baker receives a base salary of approximately $1,135,200 per year,
subject to annual  increases of 7-1/2% on January 1 each year. Mr. Baker is also
entitled  to receive a bonus  equal to 2% of the  amount by which the  Broadcast
Cash Flow (as  defined  in the  Baker  Employment  Agreement)  of SCI for a year
exceeds the Broadcast Cash Flow for the  immediately  preceding  year. Mr. Baker
has received options to acquire 1,382,435 shares of the Class A Common Stock (or
3.33% of the common equity of Sinclair determined on a fully diluted basis as of
the date of the River City  Acquisition).  The option  became  exercisable  with
respect to 50% of the shares  upon  closing of the River City  Acquisition,  and
became  exercisable with respect to an additional 25% of the shares on the first
anniversary  of the  closing  of the River  City  Acquisition,  and will  become
exercisable  with respect to the remaining 25% on the second  anniversary of the
closing  of the River  City  Acquisition.  The  exercise  price of the option is
approximately  $30.11  per  share.  The term of the Baker  Employment  Agreement
extends  until  May  31,  2001,  and is  automatically  extended  to  the  third
anniversary  of any  Change of  Control  (as  defined  in the  Baker  Employment
Agreement).  If the Baker  Employment  Agreement is  terminated as a result of a
Series B Trigger Event (as defined below), then Mr. Baker shall be entitled to a
termination payment equal to the amount that would have been paid in base salary
for the remainder of the term of the  agreement  plus bonuses that would be paid
for such period  based on the average  bonus paid to Mr.  Baker for the previous
three years, and all options shall vest immediately  upon such  termination.  In
addition,  upon such a termination,  Mr. Baker shall have the option to purchase
from the Company  for the fair market  value  thereof  either (i) all  broadcast
operations of Sinclair in the St.  Louis,  Missouri DMA or (at the option of Mr.
Baker) the  Asheville/Greenville/Spartanburg,  South Carolina DMA or (ii) all of
the Company's  radio broadcast  operations.  Mr. Baker shall also have the right
following such a termination to receive  quarterly  payments  (which may be paid
either in cash or, at the  Company's  option,  in  additional  shares of Class A
Common  Stock)  equal to 5.00% of the  fair  market  value  (on the date of each
payment) of all stock  options and common stock issued  pursuant to the exercise
of such stock  options or pursuant to payments of this  obligation  in shares of
Class A Common  Stock and held by him at the time of such  payment  (except that
the first such payment  shall be 3.75% of such value).  The fair market value of
unexercised  options  for such  purpose  shall be equal to the  market  price of
underlying shares less the exercise price of the options.  Following termination
of Mr.  Baker's  employment  agreement,  the  Company  shall  have the option to
purchase the options and shares from Mr. Baker at their market value.  A "Series
B Trigger  Event" means the  termination  of Barry Baker's  employment  with the
Company  prior to the  expiration  of the  initial  five-year  term of the Baker
Employment  Agreement  (i) by the Company for any reason  other than "for cause"
(as  defined in the Baker  Employment  Agreement)  or (ii) by Barry  Baker under
certain  circumstances,  including (a) on 60 days' prior written notice given at
any time within 180 days following a Change of Control;  (b) if Mr. Baker is not
elected (and continued) as a director of Sinclair or SCI, as President and Chief
Executive  Officer of SCI or as Executive  Vice  President  of Sinclair,  or Mr.
Baker shall be removed from any such board or office; (c) upon a material breach
by Sinclair or SCI of the Baker Employment  Agreement which is not cured; (d) if
there shall be a material diminution in Mr. Baker's authority or responsibility,
or certain of his economic benefits are materially  reduced,  or Mr. Baker shall
be  required  to  work  outside  Baltimore;  or (e)  the  effective  date of his
employment as  contemplated  by clause (b) shall not have occurred by August 31,
1997.  Mr. Baker cannot be appointed to such  positions  with the Company or SCI
until the Company or SCI takes certain  actions with respect to WTTV and WTTK in
Indianapolis  or WTTE or WSYX in Columbus.  The Company will not be able to take
these actions prior to August 31, 1997 and accordingly Mr. Baker will be able to
terminate the Baker Employment Agreement at any time thereafter.


                                      S-58

<PAGE>


                            GLOSSARY OF DEFINED TERMS

     "ABC" means Capital Cities/ABC, Inc.

     "Adjusted EBITDA" means broadcast cash flow less corporate overhead expense
and is a commonly used measure of performance for broadcast companies.  Adjusted
EBITDA does not purport to represent  cash  provided by operating  activities as
reflected  in the  Company's  consolidated  statements  of cash flows,  is not a
measure of financial  performance under generally accepted accounting principles
and should not be  considered  in isolation  or as a substitute  for measures of
performance   prepared  in  accordance   with  generally   accepted   accounting
principles.

     "Adjusted EBITDA margin" means the Adjusted EBITDA divided by net broadcast
revenues.

     "Amended   Certificate"   means  the  Amended  and  Restated   Articles  of
Incorporation of the Company as amended.

     "Arbitron" means Arbitron, Inc.

     "Bank  Credit  Agreement"  means  the Third  Amended  and  Restated  Credit
Agreement,  dated as of May 20,  1997,  among  the  Company,  the  Subsidiaries,
certain lenders named therein, and The Chase Manhattan Bank, as agent.


     "Board of Directors" means the board of directors of the Company.


     "Broadcast  cash flow  margin"  means  broadcast  cash flow  divided by net
broadcast revenues.

     "Broadcast  Cash Flow"  means  operating  income  plus  corporate  overhead
expenses,  special  bonuses  paid  to  executive  officers,   non-cash  deferred
compensation,   depreciation  and  amortization,  including  both  tangible  and
intangible assets and program rights, less cash payment for program rights. Cash
program  payments  represent cash payments made for current program payables and
sports  rights  and do not  necessarily  correspond  to program  usage.  Special
bonuses paid to executive officers are considered unusual and non-recurring. The
Company has presented  broadcast cash flow data,  which the Company believes are
comparable to the data provided by other companies in the industry, because such
data are commonly  used as a measure of  performance  for  broadcast  companies.
However,  broadcast cash flow (i) does not purport to represent cash provided by
operating  activities as reflected in the Company's  consolidated  statements of
cash  flow,  (ii) is not a measure  of  financial  performance  under  generally
accepted  accounting  principles and (iii) should not be considered in isolation
or as a  substitute  for measures of  performance  prepared in  accordance  with
generally accepted accounting principles.

     "CBS" means CBS, Inc.

     "Cincinnati/Kansas  City Acquisitions"  means the Company's  acquisition of
the assets and liabilities of WSTR-TV (Cincinnati, OH) and KSMO-TV (Kansas City,
MO).

     "Class A Common Stock" means the Company's Class A Common Stock,  par value
$.01 per share.

     "Class B Common Stock" means the Company's Class B Common Stock,  par value
$.01 per share.

     "Columbus   Option"  means  the  Company's  option  to  purchase  both  the
Non-License Assets and the License Assets relating to WSYX-TV, Columbus, OH.

     "Commission" means the Securities and Exchange Commission.

     "Common Stock" means the Class A Common Stock and the Class B Common Stock.

     "Common Stock Offering" means the Company's offering of 4,000,000 shares of
Class A Common Stock pursuant to a $1 billion shelf registration statement filed
by the Company on August 22, 1997.

     "Communications Act" means the Communications Act of 1934, as amended.

     "Company"  means  Sinclair  Broadcast  Group,  Inc.  and its  wholly  owned
subsidiaries.

     "Controlling  Stockholders"  means David D. Smith,  Frederick G. Smith,  J.
Duncan Smith and Robert E. Smith.

     "Convertible  Exchangeable  Preferred  Stock" means the Company's  Series D
Preferred Stock, par value $.01 per share.

     "DAB" means digital audio broadcasting.


                                      S-59

<PAGE>


     "DBS" means direct-to-home broadcast satellite television.

     "Debt Issuance" means the Company's private placement of the 1997 Notes, in
the principal amount of $200,000,000, on July 2, 1997.

     "Designated Market Area" or "DMA" means one of the 211 generally-recognized
television market areas.

     "DOJ" means the United States Justice Department.

     "DTV" means digital television.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "FCC" means the Federal Communications Commision.

     "FCN" means the Fox Children's Network.

     "Flint  Acquisition"  means  the  Company's  acquisition  of the  assets of
WSMH-TV (Flint, Michigan).

     "Fox" means Fox Broadcasting Company.

     "Glencairn" means Glencairn, Ltd. and its subsidiaries.

     "Greenville  Stations"  means radio  stations  WFBC-FM,  WORD-AM,  WFBC-AM,
WSPA-AM,  WSPA-FM,  WOLI-FM, and WOLT-FM located in the  Greenville/Spartanburg,
South Carolina area.

     "Heritage" means The News Corporation  Limited,  Heritage Media Group, Inc.
and certain subsidiaries of Heritage Media Corporation.

     "Heritage Acquisition" means the Company's acquisition of the assets of, or
the right to program pursuant to LMAs, six television  stations in three markets
and the assets of 24 ratio stations in seven  markets,  pursuant to the Heritage
Acquisition Agreements.

     "Heritage Acquisition Agreements" means the agreements entered into between
the Company and Heritage on July 16, 1997,  pursuant to which the Company agreed
to acquire certain television and radio stations of Heritage.

     "HSR" means the  Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, as
amended.

     "HYTOPS"  means the Company's 11 5/8 % High Yield Trust  Offered  Preferred
Securities issued pursuant to the HYTOPS Issuance.

     "HYTOPS  Issuance" means the Company's  private  placement of HYTOPS,  in a
liquidation amount of $200,000,000, on March 14, 1997.

     "Independent"  means a station that is not affiliated with any of ABC, CBS,
NBC, FOX, UPN or WB.

     "JSAs"  means  joint sales  agreements  pursuant to which an entity has the
right,  for a fee  paid  to  the  owner  and  operator  of a  station,  to  sell
substantially all of the commercial advertising on the station.

     "KSC" means Keymarket of South Carolina, Inc.

     "License  Assets" means the television  and radio station assets  essential
for  broadcasting  a television  or radio signal in compliance  with  regulatory
guidelines,  generally consisting of the FCC license, transmitter,  transmission
lines, technical equipment, call letters and trademarks,  and certain furniture,
fixtures and equipment.

     "License Assets Option" means the Company's  option to purchase the License
Assets of KDNL-TV, St. Louis, MO; KOVR-TV,  Sacramento, CA; WTTV-TV and WTTK-TV,
Indianapolis, IN; WLOS-TV, Asheville, NC; KABB-TV, San Antonio, TX; and KDSM-TV,
Des Moines,  IA,  which the Company has  exercised  with respect to all stations
other than WTTV-TV and WTTK-TV.

     "LMAs" means program  services  agreements,  time  brokerage  agreements or
local  marketing  agreements  pursuant to which an entity  provides  programming
services to television or radio stations that are not owned by the entity.

     "MSA" means the Metro Survey Area as defined by Arbitron.

                                      S-60

<PAGE>


     "MMDS" means multichannel multipoint distribution services.

     "NBC" means the National Broadcasting Company.

     "Nielsen" means the A.C. Nielsen Company Station Index dated May 1996.

     "1993 Notes" means the Company's 10% Senior Subordinated Notes due 2003.

     "1995 Notes" means the Company's 10% Senior Subordinated Notes due 2005.

     "1996  Acquisitions" means the 16 television and 33 radio stations that the
Company acquired,  obtained options to acquire, or obtained the right to program
during 1996 for an aggregate consideration of approximately $1.2 billion.

     "1997 Notes" means the  Company's  9% Senior  Subordinated  Notes due 2007,
issued pursuant to the Debt Issuance.

     "Non-License Assets" means the assets relating to operation of a television
or radio station other than License Assets.

     "Offerings"  means  the  Preferred  Stock  Offering  and the  Common  Stock
Offering.

     "Peoria/Bloomington  Acquisition"  means the  acquisition by the Company of
the assets of WYZZ-TV on July 1, 1996.

     "Preferred  Stock Offering" means that the Company's  Offering of 3,000,000
shares of  Convertible  Exchangeable  Preferred  Stock  pursuant to a $1 billion
shelf registration statement filed by the Company on August 22, 1997.

     "River City" means River City Broadcasting, L.P.

     "River City  Acquisition"  means the Company's  acquisition from River City
and the owner of KRRT of certain Non-License Assets,  options to acquire certain
License and  Non-License  Assets and rights to provide  programming or sales and
marketing for certain stations, which was completed May 31, 1996.

     "SCI" means Sinclair Communications, Inc., a wholly owned subsidiary of the
Company that holds all of the broadcast operations of the Company.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Series A  Preferred  Stock"  means  the  Company's  Series A  Exchangeable
Preferred  Stock,  par  value  $.01 per  share,  each  share  of which  has been
exchanged for a share of the Company's Series B Convertible Preferred Stock.

     "Series  B  Preferred  Stock"  means  the  Company's  Series B  Convertible
Preferred Stock, par value $.01 per share.

     "Series C Preferred  Stock" means the Company's  Series C Preferred  Stock,
par value $.01 per share.

     "Sinclair"  means  Sinclair  Broadcast  Group,  Inc.  and its wholly  owned
subsidiaries.

     "Superior  Acquisition"  means the  Company's  acquisition  of the stock of
Superior Communications, Inc. ("Superior").

     "TBAs" means time brokerage agreements; see definition of "LMAs."

     "Traditional   Networks"   means  each  of  ABC,  CBS  or  NBC,  singly  or
collectively.

     "UHF" means ultra-high frequency.

     "UPN" means United Paramount Television Network Partnership.

     "VHF" means very-high frequency.

     "WB" and the "WB Network" mean The WB Television Network Partners.

                                      S-61

<PAGE>



                                    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
                                            ---------------------------
                                            David B. Amy
                                            Chief Financial Officer/
                                            Principal Accounting Officer


Dated: August 29, 1997



                                      S-62
<PAGE>
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 316147}]
{"company-data": {"conformed-name": "SINCLAIR BROADCAST GROUP INC", "cik": "0000912752", "assigned-sic": "4833", "irs-number": "521494660", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26076", "film-number": "97673546"}, "business-address": {"street1": "2000 WEST 41ST ST", "city": "BALTIMORE", "state": "MD", "zip": "21211", "phone": "4104675005"}, "mail-address": {"street1": "2000 W 41ST ST", "city": "BALTIMORE", "state": "MD", "zip": "21211"}}
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                  JULY 16, 1997
                                  -------------
                        (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 5. OTHER EVENTS

    Sinclair  Broadcast Group, Inc. (the "Company" or "Sinclair") is filing this
report on Form 8-K to reflect an updated  discussion  and  analysis of financial
condition and results of operations  and an updated  description of its business
and management and to set forth pro forma financial statements reflecting recent
and  pending   financing  and   acquisition   activities   for  the  purpose  of
incorporating the information herein by reference into future securities filings
by the Company. Unless otherwise indicated, defined terms shall have the meaning
set forth in the  "Glossary of Defined  Terms" below.  References  herein to the
Company shall include the Company's  subsidiaries,  unless the context otherwise
requires.

           PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF SINCLAIR

     The following Pro Forma  Consolidated  Financial Data include the unaudited
pro  forma  consolidated  balance  sheet as of June 30,  1997  (the  "Pro  Forma
Consolidated Balance Sheet") and the unaudited pro forma consolidated  statement
of operations for the year ended December 31, 1996 and the six months ended June
30, 1997 (the "Pro Forma Consolidated  Statement of Operations").  The unaudited
Pro Forma  Consolidated  Balance  Sheet is  adjusted  to give effect to the Debt
Issuance, the Heritage Acquisition,  the Common Stock Offering and the Preferred
Stock  Offering as if they  occurred on June 30, 1997 and assuming  that the net
proceeds of the Preferred  Stock Offering and the Common Stock Offering are used
to repay $14  million  of  indebtedness  under the  Company's  revolving  credit
facility under the Bank Credit Agreement.  The unaudited Pro Forma  Consolidated
Statement of Operations for the year ended December 31, 1996 is adjusted to give
effect to the 1996  Acquisitions,  the HYTOPS Issuance,  the Debt Issuance,  the
Heritage Acquisition, the Common Stock Offering and the Preferred Stock Offering
as if each occurred at the beginning of such period and assuming  application of
the proceeds of the Common Stock  Offering and the Preferred  Stock  Offering as
set forth above.  The unaudited Pro Forma  Consolidated  Statement of Operations
for the six months  ended June 30, 1997 is adjusted to give effect to the HYTOPS
Issuance,  the Debt  Issuance,  the Heritage  Acquisition,  and the Common Stock
Offering and the Preferred  Stock  Offering as if each occurred at the beginning
of such period and  assuming  application  of the  proceeds of the Common  Stock
Offering and the  Preferred  Stock  Offering as set forth  above.  The pro forma
adjustments are based upon available  information and certain  assumptions  that
the Company believes are reasonable.  The Pro Forma Consolidated  Financial Data
should  be  read  in  conjunction  with  the  Company's  Consolidated  Financial
Statements  as of and for the year ended  December  31, 1996 and  related  notes
thereto, the Company's unaudited  consolidated  financial statements for the six
months ended June 30, 1997 and related notes thereto,  the historical  financial
data  of  Flint  T.V.,   Inc.,  the   historical   financial  data  of  Superior
Communications,  Inc.,  the  historical  financial  data of KSMO and  WSTR,  the
historical  financial data of River City  Broadcasting,  L.P. and the historical
financial data of Heritage Media Services,  Inc. -- Broadcasting Segment, all of
which have been filed with the  Commission as part of (i) the  Company's  Annual
Report on Form 10-K for the year ended December 31, 1996 (as amended),  together
with  the  report  of  Arthur  Andersen  LLP,   independent   certified   public
accountants;  (ii) the Company's  Quarterly  Report on Form 10-Q for the quarter
ended June 30, 1997; or (iii) the Company's Current Reports on Form 8-K and Form
8-K/A filed May 10, 1996, May 13, 1996,  May 17, 1996, May 29, 1996,  August 30,
1996,   September  5,  1996  and  August  26,  1997.  The  unaudited  Pro  Forma
Consolidated  Financial  Data do not  purport to  represent  what the  Company's
results of operations or financial position would have been had any of the above
events  occurred on the dates  specified or to project the Company's  results of
operations or financial  position for or at any future period or date. There can
be no assurance that the Common Stock Offering and the Preferred  Stock Offering
will be  completed,  or that if one of the  offerings  is  completed,  the other
offering will also be completed.

                                       S-3
SINCLAIR BROADCAST GROUP, INC.
                      PRO FORMA CONSOLIDATED BALANCE SHEET
                               AS OF JUNE 30, 1997
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)
CONSOLIDATED
                                                                                                                         HISTORICAL,
                                                                                                                            DEBT
                                                                                         CONSOLIDATED                    ISSUANCE
                                                             CONSOLIDATED      DEBT     HISTORICAL AND     HERITAGE     AND HERITAGE
                                                              HISTORICAL   ISSUANCE(A)   DEBT ISSUANCE  ACQUISITION(B)   ACQUISITION
                                                           -------------- ------------ ---------------- --------------  ------------
ASSETS
CURRENT ASSETS:
 Cash and cash equivalents...............................  $    2,740     $33,000 (e)  $   35,740                      $   35,740
 Accounts receivable, net of allowance for doubtful
  accounts...............................................     102,093                     102,093                         102,093
 Current portion of program contract costs...............      34,768                      34,768       $    926           35,694
 Prepaid expenses and other current assets...............       4,054                       4,054                           4,054
 Deferred barter costs...................................       4,267                       4,267          2,218            6,485
 Deferred tax asset......................................       8,188                       8,188                           8,188
                                                           -------------- ------------ ---------------- -------------- -------------
   Total current assets..................................     156,110      33,000         189,110          3,144          192,254
PROGRAM CONTRACT COSTS, less current portion.............      30,778                      30,778            712           31,490
LOANS TO OFFICERS AND AFFILIATES.........................      11,241                      11,241                          11,241
PROPERTY AND EQUIPMENT, net..............................     156,681                     156,681         22,022          178,703
NON-COMPETE AND CONSULTING AGREEMENTS, net...............       2,250                       2,250                           2,250
OTHER ASSETS.............................................      71,970       4,500 (f)      76,470                          76,470
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net.............   1,333,475                   1,333,475        545,969        1,879,444
                                                           -------------- ------------ ---------------- -------------- -------------
   Total Assets..........................................  $1,762,505     $37,500      $1,800,005       $571,847       $2,371,852
                                                           ============== ============ ================ ============== =============
                      LIABILITIES AND
                    STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable........................................  $    5,310                  $    5,310                      $   5,310
 Accrued liabilities.....................................      39,023                      39,023                          39,023
 Current portion of long-term liabilities-
  Notes payable and commercial bank financing............      65,500                      65,500                          65,500
  Capital leases payable.................................          11                          11                              11
  Notes and capital leases payable to affiliates.........       1,370                       1,370                           1,370
  Program contracts payable..............................      49,766                      49,766       $  1,096           50,862
 Deferred barter revenues................................       4,458                       4,458                           4,458
                                                           -------------- ------------ ---------------- -------------- -------------
   Total current liabilities.............................     165,438                     165,438          1,096          166,534
LONG-TERM LIABILITIES:
  Notes payable and commercial bank financing............   1,097,000     $37,500 (g)   1,134,500        570,000 (h)    1,704,500
  Capital leases payable.................................          30                          30                              30
  Notes and capital leases payable to affiliates.........      11,872                      11,872                          11,872
  Program contracts payable..............................      46,670                      46,670            751           47,421
  Other long-term liabilities............................       4,960                       4,960                           4,960
                                                           -------------- ------------ ---------------- -------------- -------------
   Total liabilities.....................................   1,325,970      37,500       1,363,470        571,847        1,935,317
                                                           -------------- ------------ ---------------- -------------- -------------
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES ..........       3,897                       3,897                           3,897
                                                           -------------- ------------ ---------------- -------------- -------------
COMPANY OBLIGATED MANDATORILY REDEEMABLE SECURITY OF
 SUBSIDIARY TRUST HOLDING SOLELY KDSM SENIOR DEBENTURES..     200,000                     200,000                         200,000
                                                           -------------- ------------ ---------------- -------------- -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Series B Preferred Stock ..............................          11                          11                              11
  Series D Convertible Exchangeable Preferred Stock .....          --                          --                              --
  Class A Common Stock ..................................          71                          71                              71
  Class B Common Stock ..................................         277                         277                             277
  Additional paid-in capital.............................     234,812                     234,812                         234,812
  Additional paid-in capital - deferred compensation.....        (896)                       (896)                           (896)
  Additional paid-in capital - equity put options........      23,117                      23,117                          23,117
  Accumulated deficit....................................     (24,754)                    (24,754)                        (24,754)
                                                           -------------- ------------ ---------------- -------------- -------------
   Total stockholders' equity............................     232,638                     232,638                         232,638
                                                           -------------- ------------ ---------------- -------------- -------------
   Total Liabilities and Stockholders' Equity............  $1,762,505     $37,500      $1,800,005       $571,847       $2,371,852
                                                           ============== ============ ================ ============== =============
(Continued on following page)

                                       S-4
SINCLAIR BROADCAST GROUP, INC.
                     PRO FORMA CONSOLIDATED BALANCE SHEET
                             AS OF JUNE 30, 1997
                            (DOLLARS IN THOUSANDS)
                                 (UNAUDITED)
CONSOLIDATED,
                                                                                                   HISTORICAL,
                                                                                                      DEBT
                                                                                                   ISSUANCE,
                                                        CONSOLIDATED,                               HERITAGE
                                                         HISTORICAL,                              ACQUISITION,
                                                            DEBT                                   COMMON AND
                                                          ISSUANCE       COMMON      PREFERRED     PREFERRED
                                                        AND HERITAGE      STOCK        STOCK         STOCK
                                                         ACQUISITION   OFFERING(C)  OFFERING(D)   OFFERINGS
                                                       -------------- ------------ ------------ ---------------
ASSETS
CURRENT ASSETS:
 Cash and cash equivalents...........................  $   35,740                               $   35,740
 Accounts receivable, net of allowance for doubtful
  accounts...........................................     102,093                                  102,093
 Current portion of program contract costs...........      35,694                                   35,694
 Prepaid expenses and other current assets...........       4,054                                    4,054
 Deferred barter costs...............................       6,485                                    6,485
 Deferred tax asset..................................       8,188                         --         8,188
                                                       -------------- ------------ ------------ ---------------
   Total current assets..............................     192,254                                  192,254
PROGRAM CONTRACT COSTS, less current portion ........      31,490                                   31,490
LOANS TO OFFICERS AND AFFILIATES.....................      11,241                                   11,241
PROPERTY AND EQUIPMENT, net..........................     178,703                                  178,703
NON-COMPETE AND CONSULTING AGREEMENTS, net ..........       2,250                                    2,250
OTHER ASSETS.........................................      76,470                                   76,470
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net ........   1,879,444            --           --     1,879,444
                                                       -------------- ------------ ------------ ---------------
   Total Assets .....................................  $2,371,852     $            $            $2,371,852
                                                       ============== ============ ============ ===============
                   LIABILITIES AND
                 STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable....................................  $    5,310                               $    5,310
 Accrued liabilities.................................      39,023                                   39,023
 Current portion of long-term liabilities-
  Notes payable and commercial bank financing........      65,500                                   65,500
  Capital leases payable.............................          11                                       11
  Notes and capital leases payable to affiliates.....       1,370                                    1,370
  Program contracts payable..........................      50,862                                   50,862
 Deferred barter revenues............................       4,458            --           --         4,458
                                                       -------------- ------------ ------------ ---------------
   Total current liabilities.........................     166,534                                  166,534
LONG-TERM LIABILITIES:
  Notes payable and commercial bank financing........   1,704,500     $(137,080)   $(145,075)    1,422,345
  Capital leases payable.............................          30                                       30
  Notes and capital leases payable to affiliates.....      11,872                                   11,872
  Program contracts payable..........................      47,421                                   47,421
  Other long-term liabilities........................       4,960                                    4,960
                                                       -------------- ------------ ------------ ---------------
   Total liabilities.................................   1,935,317      (137,080)    (145,075)    1,653,162
                                                       -------------- ------------ ------------ ---------------
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES ......       3,897                                    3,897
                                                       -------------- ------------ ------------ ---------------
COMPANY OBLIGATED MANDATORILY REDEEMABLE SECURITY OF
 SUBSIDIARY TRUST HOLDING SOLELY KDSM SENIOR
 DEBENTURES..........................................     200,000                                  200,000
                                                       -------------- ------------ ------------ ---------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Series B Preferred Stock ..........................          11                                       11
  Series D Convertible Exchangeable Preferred Stock .          --                         30            30
  Class A Common Stock ..............................          71            40                        111
  Class B Common Stock ..............................         277                                      277
  Additional paid-in capital.........................     234,812       137,040      145,045       516,897
  Additional paid-in capital - deferred compensation.        (896)                                    (896)
  Additional paid-in capital - equity put options....      23,117                                   23,117
  Accumulated deficit................................     (24,754)                                 (24,754)
                                                       -------------- ------------ ------------ ---------------
   Total stockholders' equity........................     232,638       137,080      145,075        514,793
                                                       -------------- ------------ ------------ ---------------
   Total Liabilities and Stockholders' Equity........  $2,371,852     $      --    $      --     $2,371,852
                                                       ============== ============ ============ ===============
S-5
NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET

(a)  To reflect the proceeds of the Debt Issuance  consummated  on July 2, 1997,
     net of $4,500 of  underwriting  discounts  and  commissions  and  estimated
     expenses and the application of the proceeds therefrom.

(b)  The  Heritage  Acquisition  column  reflects  the  assets  and  liabilities
     acquired in  connection  with the  $630,000  purchase of Heritage  less the
     $60,000  divestiture  of the Heritage  television  station KOKH in Oklahoma
     City,  Oklahoma,  which is required  pursuant to the  Heritage  Acquisition
     Agreements  and with respect to which the Company has entered into a letter
     of intent.  The Heritage  Acquisition  is subject to a number of conditions
     customary for  acquisitions  of  broadcasting  properties.  Total  acquired
     intangibles are calculated as follows:

                                                                      HERITAGE
                                               HERITAGE     KOKH    ACQUISITION
                                              ---------- --------- ------------
Purchase Price...............................                          $630,000
 Add:
  Liabilities acquired--
  Current portion of program contracts
   payable................................... $ 1,552    $  (456)         1,096
  Long-term portion of program contracts
   payable...................................     860       (109)           751
 Less:
  Assets acquired--
  Current portion of program contract costs..   1,603       (677)           926
  Deferred barter costs......................   2,496       (278)         2,218
  Program contract costs, less current
   portion...................................   1,266       (554)           712
  Property and equipment.....................  27,524     (5,502)        22,022
  Sale of KOKH...............................                            60,000
                                                                   ------------
  Acquired intangibles.......................                          $545,969
                                                                   ============

(c) To reflect the proceeds of the Common Stock Offering (at an assumed offering
    price of $36 per share,  the  closing  price of the Class A Common  Stock on
    August 21, 1997),  net of $6,920 of  underwriting  discounts and commissions
    and estimated  expenses and the application of the proceeds therefrom as set
    forth above.  There can be no assurance  that the Common Stock Offering will
    be completed, whether or not the Preferred Stock Offering is completed.

(d) To reflect  the  proceeds of the  Preferred  Stock  Offering  (at an assumed
    offering price of $50 per share),  net of $4,925 of  underwriting  discounts
    and commissions  and estimated  expenses and the application of the proceeds
    therefrom as set forth above.  There can be no assurance  that the Preferred
    Stock Offering will be consummated, whether or not the Common Stock Offering
    is completed.

(e)  To record the increase in cash and cash equivalents  resulting from the net
     proceeds of the Debt  Issuance  after giving effect to the repayment of the
     revolving credit facility under the Bank Credit Agreement as follows:

Offering proceeds...........................................  $ 200,000
Underwriting discounts, commissions and estimated expenses .     (4,500)
Repayment of revolving credit facility under the Bank
 Credit Agreement...........................................   (162,500)
                                                              -----------
Pro forma adjustment........................................  $  33,000
                                                              ===========

(f)  To record underwriting  discounts and commissions and estimated expenses of
     $4,500.

(g)  To reflect the increase in  indebtedness  resulting  from the Debt Issuance
     after giving effect to the repayment of the revolving credit facility under
     the Bank Credit Agreement as follows:

Indebtedness incurred.......................................  $ 200,000
Repayment of revolving credit facility under the Bank
Credit Agreement............................................   (162,500)
                                                              -----------
Pro forma adjustment........................................  $  37,500
                                                              ===========

(h)  To reflect the incurrence of $570,000 of bank financing in connection  with
     the Heritage Acquisition.

                                       S-6
SINCLAIR BROADCAST GROUP, INC.
                PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                     FOR THE YEAR ENDED DECEMBER 31, 1996
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                 (UNAUDITED)
SUPERIOR                          RIVER CITY(E)    
                                                   CONSOLIDATED   FLINT     COMMUNICATIONS                   --------------------
                                                    HISTORICAL  TV, INC.(A) GROUP, INC.(B)  KSMO(C)  WSTR(D) RIVER CITY   WSYX   
                                                   ------------ ----------- --------------- ------   ------- ---------- ---------
REVENUES:                                                                                                                        
 Station broadcast revenues, net of agency                                                                                       
  commissions ...................................  $346,459     $1,012      $4,431          $ 7,694  $ 7,488 $ 86,869   $(10,783)
 Revenues realized from station barter                                                                                           
  arrangements...................................    32,029                                   2,321    1,715                     
                                                   ------------ ---------   ---------------  ------   ------- ---------- --------
    Total revenues...............................   378,488      1,012       4,431           10,015    9,203   86,869    (10,783)
                                                   ------------ ---------   ---------------  ------   ------- ---------- --------
OPERATING EXPENSES:                                                                                                              
 Program and production..........................    66,652        101         539            1,550      961   10,001       (736)
 Selling, general and administrative.............    75,924        345       2,002            2,194    2,173   39,786     (3,950)
 Expenses realized from barter arrangements......    25,189                                   2,276    1,715                     
 Amortization of program contract costs and net                                                                                  
  realizable value adjustments...................    47,797        125         736              601    1,011    9,721       (458)
 Amortization of deferred compensation...........       739
 Depreciation and amortization of property and                                                                                   
  equipment .....................................    11,711          4         373              374      284    6,294     (1,174)
 Amortization of acquired intangible broadcasting                                                                                
  assets, non-compete and consulting agreements                                                                                  
  and other assets...............................    58,530                    529                        39   14,041     (3,599)
 Amortization of excess syndicated programming...     3,043
                                                   ------------ ---------   ---------------  ------   ------- ---------- --------
    Total operating expenses.....................   289,585        575       4,179            6,995    6,183   79,843     (9,917)
                                                   ------------ ---------   ---------------  ------   ------- ---------- --------
   Broadcast operating income (loss).............    88,903        437         252            3,020    3,020    7,026       (866)
                                                   ------------ ---------   ---------------  ------   ------- ---------- --------
OTHER INCOME (EXPENSE):                                                                                                          
 Interest and amortization of debt discount                                                                                      
  expense........................................   (84,314)                  (457)            (823)  (1,127) (12,352)           
 Interest income.................................     3,136                                               15      195            
 Subsidiary trust minority interest expense......
 Other income (expense)..........................       342         19           4                7              (149)        (8)
                                                   ------------ ---------   ---------------  ------   ------- ---------- --------
   Income (loss) before provision (benefit) for                                                                                  
    income taxes.................................     8,067        456        (201)           2,204    1,908   (5,280)      (874)
PROVISION (BENEFIT) FOR INCOME                                                                                                   
 TAXES...........................................     6,936
                                                   ------------ ---------   ---------------  ------   ------- ---------- --------
NET INCOME (LOSS)................................  $  1,131     $  456      $ (201)         $ 2,204  $ 1,908 $ (5,280)  $   (874)
                                                   ============ =========   ===============  ======   ======= ========== ========
NET INCOME (LOSS) AVAILABLE TO COMMON                                                                                            
 STOCKHOLDERS....................................  $  1,131
                                                   ============
NET INCOME (LOSS) PER COMMON AND COMMON
 EQUIVALENT SHARE................................  $   0.03
                                                   ============
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
 SHARES OUTSTANDING .............................    37,381
                                                   ============
1996                                    DEBT ISSUANCE,   
                                                             ACQUISITIONS   HYTOPS        DEBT         HYTOPS ISSUANCE   
                                                     WYZZ(F) ADJUSTMENTS   ISSUANCE     ISSUANCE    AND 1996 ACQUISITIONS
                                                    -------  -----------  ----------- ------------ ----------------------
REVENUES:                                                                                                               
 Station broadcast revenues, net of agency                                                                              
  commissions ...................................   $1,838                                         $ 445,008             
 Revenues realized from station barter                                                                                  
  arrangements...................................                                                     36,065
                                                    -------  -----------  ----------- ------------ ----------------------
    Total revenues...............................    1,838                                           481,073             
                                                    -------  -----------  ----------- ------------ ----------------------
OPERATING EXPENSES:                                                                                                     
 Program and production..........................      214                                            79,282             
 Selling, general and administrative.............      702  $ (3,577)(h)                             115,599             
 Expenses realized from barter arrangements......                                                     29,180             
 Amortization of program contract costs and net                                                                         
  realizable value adjustments...................      123                                            59,656             
 Amortization of deferred compensation...........                194 (i)                                 933             
 Depreciation and amortization of property and                                                                          
  equipment .....................................        6      (943)(j)                              16,929             
 Amortization of acquired intangible broadcasting                                                                       
  assets, non-compete and consulting agreements                                                                         
  and other assets...............................        3     4,034 (k) $    500 (p)  $   450 (s)    74,527      
 Amortization of excess syndicated programming...                                                      3,043             
                                                    -------  -----------  ----------- ------------ ----------------------
    Total operating expenses.....................    1,048      (292)         500          450       379,149             
                                                    -------  -----------  ----------- ------------ ----------------------
   Broadcast operating income (loss).............      790       292         (500)        (450)      101,924             
                                                    -------  -----------  ----------- ------------ ----------------------
OTHER INCOME (EXPENSE):                                                                                                 
 Interest and amortization of debt discount                                                                             
  expense........................................            (17,409)(l)   11,820 (q)  (18,000)(t)  (122,662)            
 Interest income.................................             (1,636)(m)                               1,710             
 Subsidiary trust minority interest expense......                         (23,250)(r)                (23,250)            
 Other income (expense)..........................                                                        215             
                                                    -------  -----------  ----------- ------------ ----------------------
   Income (loss) before provision (benefit) for                                                                         
    income taxes.................................      790   (18,753)     (11,930)     (18,450)      (42,063)            
PROVISION (BENEFIT) FOR INCOME                                                                                          
 TAXES...........................................             (7,900)(n)   (4,772)(n)   (7,380)(n)   (13,116)
                                                    -------  -----------  ----------- ------------ ----------------------
NET INCOME (LOSS)................................   $  790  $(10,853)    $ (7,158)    $(11,070)    $ (28,947)           
                                                    =======  ===========  =========== ============ ======================
(Continued on following page)

                                       S-7
SINCLAIR BROADCAST GROUP, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)
DEBT ISSUANCE,
                                                       DEBT ISSUANCE,       HERITAGE(G)       HERITAGE     HYTOPS ISSUANCE,    
                                                      HYTOPS ISSUANCE    ------------------ ACQUISITION  1996 ACQUISITIONS AND 
                                                   AND 1996 ACQUISITIONS HERITAGE    KOKH   ADJUSTMENTS  HERITAGE ACQUISITION  
                                                   --------------------- --------  --------- ------------ ---------------------
REVENUES:                                                                                                                      
 Station broadcast revenues, net of agency                                                                                     
  commissions ...................................  $ 445,008             $ 95,302  $(7,953)               $  532,357           
 Revenues realized from station barter                                                                                         
  arrangements...................................     36,065                4,292     (178)                   40,179           
                                                   --------------------- --------  --------- ------------ ---------------------
    Total revenues...............................    481,073               99,594   (8,131)                  572,536           
                                                   --------------------- --------  --------- ------------ ---------------------
OPERATING EXPENSES:                                                                                                            
 Program and production..........................     79,282               20,089   (1,871)                   97,500           
 Selling, general and administrative ............    115,599               31,916   (1,722)  $ (1,808)(u)    143,985           
 Expenses realized from barter arrangements .....     29,180                3,478      (70)                   32,588           
 Amortization of program contract costs and net                                                                                
  realizable value adjustments...................     59,656                3,165   (1,208)                   61,613           
 Amortization of deferred compensation...........        933                                                     933           
 Depreciation and amortization of property and                                                                                 
  equipment .....................................     16,929                5,472   (1,022)      (900)(v)     20,479           
 Amortization of acquired intangible broadcasting                                                                              
  assets, non-compete and consulting agreements                                                                                
  and other assets...............................     74,527                8,460     (367)     9,531 (w)     92,151           
 Amortization of excess syndicated programming ..      3,043                                                   3,043           
                                                   --------------------- --------  --------- ------------ ---------------------
    Total operating expenses ....................    379,149               72,580   (6,260)     6,823        452,292           
                                                   --------------------- --------  --------- ------------ ---------------------
   Broadcast operating income (loss).............    101,924               27,014   (1,871)    (6,823)       120,244           
                                                   --------------------- --------  --------- ------------ ---------------------
OTHER INCOME (EXPENSE):                                                                                                        
 Interest and amortization of debt discount                                                                                    
  expense........................................   (122,662)             (17,949)   1,025    (23,621)(x)   (163,207)          
 Gain on sale of station.........................                           6,031                              6,031           
 Interest income ................................      1,710                                                   1,710           
 Subsidiary trust minority interest expense......    (23,250)                                                (23,250)          
 Other income (expense)..........................        215                 (203)                                12           
                                                   --------------------- --------  --------- ------------ ---------------------
   Income (loss) before provision (benefit) for                                                                                
    income taxes.................................    (42,063)              14,893     (846)   (30,444)       (58,460)          
PROVISION (BENEFIT) FOR INCOME                                                                                                 
 TAXES ..........................................    (13,116)               7,853     (466)   (12,178)(n)    (17,907)          
                                                   --------------------- --------  --------- ------------ ---------------------
NET INCOME (LOSS)................................  $ (28,947)            $  7,040  $  (380)  $(18,266)    $  (40,553)          
                                                   ===================== ========  ========= ============ =====================
NET INCOME (LOSS) AVAILABLE TO COMMON                                                                                          
 STOCKHOLDERS ...................................                                                         $  (40,553)          
                                                                                                          =====================
NET INCOME (LOSS) PER COMMON AND COMMON
 EQUIVALENT SHARE................................                                                         $    (1.04)          
                                                                                                          =====================
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
 SHARES OUTSTANDING .............................                                                             39,058 (o)       
                                                                                                          =====================
DEBT ISSUANCE,     
                                                                                   HYTOPS ISSUANCE,    
                                                                                  1996 ACQUISITIONS,   
                                                    COMMON         PREFERRED    HERITAGE ACQUISITION,  
                                                     STOCK           STOCK       COMMON AND PREFERRED  
                                                    OFFERING(MM)   OFFERING(MM)   STOCK OFFERING       
                                                   ----------      ----------   ---------------------
REVENUES:                                                                                              
 Station broadcast revenues, net of agency                                                             
  commissions ...................................                               $  532,357             
 Revenues realized from station barter                                                                 
  arrangements...................................                                   40,179             
                                                   ----------      ----------   ---------------------  
    Total revenues...............................                                  572,536             
                                                   ----------      ----------   ---------------------  
OPERATING EXPENSES:                                                                                    
 Program and production..........................                                   97,500             
 Selling, general and administrative ............                                  143,985             
 Expenses realized from barter arrangements .....                                   32,588             
 Amortization of program contract costs and net                                                        
  realizable value adjustments...................                                   61,613             
 Amortization of deferred compensation...........                                      933             
 Depreciation and amortization of property and                                                         
  equipment .....................................                                   20,479             
 Amortization of acquired intangible broadcasting                                                      
  assets, non-compete and consulting agreements                                                        
  and other assets...............................                                   92,151             
 Amortization of excess syndicated programming ..                                    3,043             
                                                   ----------      ----------   ---------------------  
    Total operating expenses ....................                                  452,292             
                                                   ----------      ----------   ---------------------  
   Broadcast operating income (loss).............                                  120,244             
                                                   ----------      ----------   ---------------------  
OTHER INCOME (EXPENSE):                                                                                
 Interest and amortization of debt discount                                                            
  expense........................................  $9,330 (y)      $ 9,974(aa)    (143,903)            
 Gain on sale of station.........................                                    6,031             
 Interest income ................................                                    1,710             
 Subsidiary trust minority interest expense......                                  (23,250)            
 Other income (expense)..........................                                       12             
                                                   ----------      ----------   ---------------------  
   Income (loss) before provision (benefit) for                                                        
    income taxes.................................   9,330            9,974         (39,156)            
PROVISION (BENEFIT) FOR INCOME                                                                         
 TAXES ..........................................   3,732 (n)        3,990(n)      (10,185)            
                                                   ----------      ----------   ---------------------  
NET INCOME (LOSS)................................  $5,598          $ 5,984      $  (28,971)            
                                                   ==========      ==========   =====================  
NET INCOME (LOSS) AVAILABLE TO COMMON                                                                  
 STOCKHOLDERS ...................................                               $  (38,346)            
                                                                                =====================  
NET INCOME (LOSS) PER COMMON AND COMMON                                                                
 EQUIVALENT SHARE................................                               $    (0.89)            
                                                                                =====================  
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT                                                          
 SHARES OUTSTANDING .............................                                   43,058 (z)         
                                                                                =====================
S-8
SINCLAIR BROADCAST GROUP, INC.
                PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                    FOR THE SIX MONTHS ENDED JUNE 30, 1997
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                 (UNAUDITED)
DEBT ISSUANCE     HERITAGE          HERITAGE   
                                             CONSOLIDATED   HYTOPS        DEBT        AND HYTOPS   ------------------   ACQUISITION 
                                              HISTORICAL    ISSUANCE    ISSUANCE       ISSUANCE     HERITAGE   KOKH     ADJUSTMENTS 
                                             ------------ -----------  ------------  ------------- --------- --------- -------------
REVENUES:                                                                           
 Station broadcast revenues, net of agency                                          
  commissions .............................  $ 219,701                               $219,701      $46,451   $(3,706)               
 Revenues realized from station barter                                              
  arrangements.............................     19,870                                 19,870        2,430      (125)               
                                             ------------ -----------  ------------  ------------- --------  --------- -------------
    Total revenues.........................    239,571                                239,571       48,881    (3,831)               
                                             ------------ -----------  ------------  ------------- --------  --------- -------------
OPERATING EXPENSES:                                                                 
 Program and production....................     46,760                                 46,760       15,313    (1,150)               
 Selling, general and administrative.......     51,634                                 51,634        9,447      (784)  $   (883)(gg)
 Expenses realized from station barter                                              
  arrangements.............................     16,303                                 16,303        1,849       (62)               
 Amortization of program contract costs and                                         
  net realizable value adjustments.........     30,918                                 30,918          824      (297)               
 Amortization of deferred compensation.....        233                                    233                                       
 Depreciation and amortization of property                                          
  and equipment ...........................      8,340                                  8,340        2,819      (445)      (450)(hh)
 Amortization of acquired intangible                                                
  broadcasting assets, non-compete and                                              
  consulting agreements and other assets...     37,392    $    88 (bb) $    225 (ee)   37,705        4,174      (184)     4,964 (ii)
                                             ------------ -----------  ------------  ------------- -------- --------- ------------- 
    Total operating expenses...............    191,580         88           225       191,893       34,426    (2,922)     3,631     
                                             ------------ -----------  ------------  ------------- -------- --------- ------------- 
   Broadcast operating income (loss).......     47,991        (88)         (225)       47,678       14,455      (909)    (3,631)    
                                             ------------ -----------  ------------  ------------- -------- --------- ------------- 
OTHER INCOME (EXPENSE):                                                             
 Interest and amortization of debt discount                                         
  expense..................................    (51,993)     2,894 (cc)   (9,000)(ff)  (58,099)      (9,979)      425    (10,768)(jj)
 Gain of sale of station...................                                                          9,401                          
 Interest income...........................      1,040                                  1,040                                       
 Subsidiary trust minority interest                                                 
  expense..................................     (7,007)    (4,618)(dd)                (11,625)                                      
 Other income..............................         47                                     47          (98)                         
                                             ------------ -----------  ------------  ------------- -------- --------- ------------- 
   Income (loss) before provision (benefit)                                         
    for income taxes ......................     (9,922)    (1,812)       (9,225)      (20,959)      13,779     (484)    (14,399)    
PROVISION (BENEFIT) FOR INCOME TAXES ......     (4,100)      (725)(n)    (3,690)(n)    (8,515)       7,262     (369)     (5,760)(n) 
                                             ------------ -----------  ------------  ------------- -------- --------- ------------- 
NET INCOME (LOSS)..........................  $  (5,822)   $(1,087)     $ (5,535)     $(12,444)     $ 6,517  $  (115)  $  (8,639)    
                                             ============ ===========  ============  ============= ======== ========= ============= 
NET LOSS AVAILABLE TO COMMON                                                        
 STOCKHOLDERS..............................  $  (5,822)                              $(12,444)                                      
                                             ============                            =============                                  
NET LOSS PER COMMON AND COMMON EQUIVALENT                                           
 SHARE.....................................  $   (0.17)                              $  (0.36)                                      
                                             ============                            =============                                  
WEIGHTED AVERAGE COMMON SHARES                                                      
 OUTSTANDING...............................     34,746                                 34,746                                       
                                             ============                            =============
DEBT ISSUANCE        COMMON      PREFERRED        COMMON AND    
                                                  HYTOPS ISSUANCE        STOCK        STOCK        PREFERRED STOCK 
                                             AND HERITAGE ACQUISITION   OFFERING   OFFERING(MM)     OFFERING(MM)   
                                             ------------------------ ----------- ------------- -------------------
REVENUES:                                                                                                          
 Station broadcast revenues, net of agency                                                                         
  commissions .............................   $262,446                                          $ 262,446          
 Revenues realized from station barter                                                                             
  arrangements.............................     22,175                                             22,175          
                                              ------------------------ ----------- ----------- --------------------
    Total revenues.........................    284,621                                            284,621          
                                              ------------------------ ----------- ----------- --------------------
OPERATING EXPENSES:                                                                                                
 Program and production....................     60,923                                             60,923          
 Selling, general and administrative.......     59,414                                             59,414          
 Expenses realized from station barter                                                                             
  arrangements.............................     18,090                                             18,090          
 Amortization of program contract costs and                                                                        
  net realizable value adjustments.........     31,445                                             31,445          
 Amortization of deferred compensation.....        233                                                233          
 Depreciation and amortization of property                                                                         
  and equipment ...........................     10,264                                             10,264          
 Amortization of acquired intangible                                                                               
  broadcasting assets, non-compete and                                                                             
  consulting agreements and other assets...     46,659                                             46,659          
                                             ------------------------ ----------- ----------- ---------------------
    Total operating expenses...............    227,028                                            227,028          
                                             ------------------------ ----------- ----------- ---------------------
   Broadcast operating income (loss).......     57,593                                             57,593          
                                             ------------------------ ----------- ----------- ---------------------
OTHER INCOME (EXPENSE):                                                                                            
 Interest and amortization of debt discount                                                                        
  expense..................................    (78,421)                $4,665 (kk) $4,987 (ll)    (68,769)         
 Gain of sale of station...................      9,401                                              9,401          
 Interest income...........................      1,040                                              1,040          
 Subsidiary trust minority interest                                                                                
  expense..................................    (11,625)                                           (11,625)         
 Other income..............................        (51)                                               (51)         
                                             ------------------------ ----------- ----------- ---------------------
   Income (loss) before provision (benefit)                                                                        
    for income taxes ......................    (22,063)                 4,665       4,987         (12,411)         
PROVISION (BENEFIT) FOR INCOME TAXES ......     (7,382)                 1,866 (n)   1,994 (n)      (3,522)         
                                             ------------------------ ----------- ----------- ---------------------
NET INCOME (LOSS)..........................  $ (14,681)                $2,799      $2,993      $   (8,889)         
                                             ======================== =========== =========== =====================
NET LOSS AVAILABLE TO COMMON                                                                                       
 STOCKHOLDERS..............................  $ (14,681)                                        $  (13,577)         
                                             =======================                                               
NET LOSS PER COMMON AND COMMON EQUIVALENT                                                                          
 SHARE.....................................  $   (0.42)                                        $    (0.35)         
                                             =======================                                               
WEIGHTED AVERAGE COMMON SHARES                                                                                     
 OUTSTANDING...............................     34,769                                             38,769 (z)      
                                             =======================                          =====================
S-9
SINCLAIR BROADCAST GROUP, INC.
             NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                             (DOLLARS IN THOUSANDS)

(a) The Flint T.V., Inc.  ("Flint-TV") column reflects the results of operations
    for WSMH for the period from January 1, 1996 to February 28, 1996,  the date
    the Flint Acquisition was consummated.

(b) The  Superior  Communications  Group,  Inc.  column  reflects the results of
    operations  for Superior for the period from January 1, 1996 to May 7, 1996,
    the date the Superior Acquisition was consummated.

(c) The KSMO  column  reflects  the  results of  operations  for the period from
    January 1, 1996 to June 30, 1996 as the  transaction was consummated in July
    1996.

(d) The WSTR  column  reflects  the  results of  operations  for the period from
    January  1, 1996 to July 31,  1996 as the  transaction  was  consummated  in
    August 1996.

(e) The River City  column  reflects  the results of  operations  for River City
    (including  KRRT, Inc.) for the period from January 1, 1996 to May 31, 1996,
    the date the River City Acquisition was consummated. The WSYX column removes
    the  results  of WSYX from the  results  of River City for the period as the
    Company has not yet acquired WSYX. See "Business of Sinclair -- Broadcasting
    Acquisition Strategy."

(f) The WYZZ  column  reflects  the  results of  operations  for the period from
    January 1, 1996 to June 30, 1996 as the purchase transaction was consummated
    in July 1996.

(g) The Heritage  column  reflects the results of operations for the period from
    January 1, 1996 to December  31, 1996 for the year ended  December  31, 1996
    Pro Forma Consolidated Statement of Operations and the results of operations
    for the  period  from  January  1, 1997 to June 30,  1997 for the six months
    ended June 30, 1997 Pro Forma Consolidated Statement of Operations. The KOKH
    column  removes the  results of KOKH from the  results of Heritage  for both
    periods to  reflect  the sale of KOKH,  which is  required  pursuant  to the
    Heritage  Acquisition  Agreements  and with respect to which the Company has
    entered  into a  letter  of  intent.  See  "Business  of  Sinclair  --  1997
    Acquisitions."

(h) To adjust River City operating  expenses for non-recurring LMA payments made
    to KRRT,  Inc.  for KRRT,  Inc.  debt  service and to adjust  River City and
    Superior  operating  expenses for employment  contracts and other  corporate
    overhead expenses not assumed at the time of the 1996 Acquisitions.

(i) To  record  compensation  expense  related  to  options  granted  under  the
    Company's Long-Term Incentive Plan:

                                                           YEAR ENDED
                                                           DECEMBER 31,
                                                              1996
                                                          -------------
Compensation expense related to the Long-Term
Incentive Plan on a pro forma basis ....................      $ 933
Less: Compensation expense recorded by the Company
related to the Long-Term Incentive Plan ................       (739)
                                                          -------------
                                                              $ 194
                                                          =============

(j) To record  depreciation  expense  related to  acquired  tangible  assets and
    eliminate depreciation expense recorded by Flint-TV,  Superior,  KSMO, WSTR,
    River City and WYZZ from the period of January 1, 1996  through  the date of
    acquisition. Tangible assets are to be depreciated over lives ranging from 5
    to 29.5 years, calculated as follows:
YEAR ENDED
                                                                                DECEMBER 31, 1996
                                                   --------------------------------------------------------------------------
                                                     FLINT-TV    SUPERIOR     KSMO     WSTR     RIVER CITY    WYZZ     TOTAL
                                                   ----------- ----------- --------- -------- ------------- ------- ---------
Depreciation expense on acquired tangible assets.  $32         $ 315       $ 240     $ 507    $ 3,965       $159    $ 5,218
Less: Depreciation expense recorded by Flint-TV,
Superior, KSMO, WSTR, River City and WYZZ  ......   (4)         (373)       (374)     (284)    (5,120)        (6)    (6,161)
                                                   ----------- ----------- --------- -------- ------------- ------- ---------
Pro forma adjustment ............................  $28         $ (58)      $(134)    $ 223    $(1,155)      $153    $  (943)
                                                   =========== =========== ========= ======== ============= ======= =========
(k) To record  amortization  expense related to acquired  intangible  assets and
    deferred  financing  costs and eliminate  amortization  expense  recorded by
    Flint-TV,  Superior,  KSMO,  WSTR,  River  City and WYZZ from the  period of
    January 1, 1996 through  date of  acquisition.  Intangible  assets are to be
    amortized over lives ranging from 1 to 40 years, calculated as follows:
YEAR ENDED
                                                                                DECEMBER 31, 1996
                                                     ----------------------------------------------------------------------
                                                       FLINT-TV   SUPERIOR    KSMO    WSTR   RIVER CITY    WYZZ     TOTAL
                                                     ----------- ---------- ------- ------- ------------ ------- ----------
Amortization expense on acquired intangible assets   $167        $ 827      $180    $285    $ 12,060     $99     $ 13,618
Deferred financing costs ..........................                                            1,429                1,429
Less: Amortization expense recorded by Flint-TV,
Superior, KSMO, WSTR, River City and WYZZ  ........    --         (529)       --     (39)    (10,442)     (3)     (11,013)
                                                     ----------- ---------- ------- ------- ------------ ------- ----------
Pro forma adjustment ..............................  $167        $ 298      $180    $246    $  3,047     $96     $  4,034
                                                     =========== ========== ======= ======= ============ ======= ==========
S-10
(l) To  record  interest  expense  for  the  year  ended  December  31,  1996 on
    acquisition financing relating to Superior of $59,850 (under the Bank Credit
    Agreement  at 8.0% for four  months),  KSMO and WSTR of $10,425  and $7,881,
    respectively  (both under the Bank Credit Agreement at 8.0% for six months),
    River City (including  KRRT) of $868,300 (under the Bank Credit Agreement at
    8.0% for five  months)  and of $851 for  hedging  agreements  related to the
    River City financing and WYZZ of $20,194 (under the Bank Credit Agreement at
    8.0% for six months) and eliminate  interest expense  recorded.  No interest
    expense  has been  recorded  for  Flint-TV as it has been  assumed  that the
    proceeds from the 1995 Notes were used to purchase Flint-TV.
YEAR ENDED
                                                                              DECEMBER 31, 1996
                                                     -----------------------------------------------------------------
                                                       SUPERIOR     KSMO      WSTR    RIVER CITY     WYZZ       TOTAL
                                                     ----------- --------- --------- ------------ --------- ----------
Interest expense adjustment as noted above  .......  $(1,596)    $(417)    $ (315)   $(29,032)    $(808)    $(32,168)
Less: Interest expense recorded by Superior, KSMO,
WSTR, River City and WYZZ..........................      457       823      1,127      12,352        --       14,759
                                                     ----------- --------- --------- ------------ --------- ----------
Pro forma adjustment ..............................  $(1,139)    $ 406     $  812    $(16,680)    $(808)    $(17,409)
                                                     =========== ========= ========= ============ ========= ==========
(m) To  eliminate  interest  income  for the year  ended  December  31,  1996 on
    proceeds  from the sale of the 1995  Notes  due to  assumed  utilization  of
    excess cash for the following acquisitions: Flint-TV, KSMO and WSTR and WYZZ
    of $34,400  (with a  commercial  bank at 5.7% for two  months),  $10,425 and
    $7,881  (both with a  commercial  bank at 5.7% for six  months)  and $20,194
    (with a commercial bank at 5.7% for six months).
YEAR ENDED
                                                                            DECEMBER 31, 1996
                                                    -----------------------------------------------------------------
                                                      FLINT-TV     KSMO     WSTR    RIVER CITY     WYZZ      TOTAL
                                                    ----------- --------- -------- ------------ --------- -----------
Interest income adjustment as noted above  .......  $(327)      $(297)    $(226)   $     --     $(576)    $(1,426)
Less: Interest income recorded by Flint-TV, KSMO,
WSTR, River City and WYZZ.........................        --          --    (15)    (195)             --     (210)
                                                    ----------- --------- -------- ------------ --------- -----------
Pro forma adjustment .............................  $(327)      $(297)    $(241)   $(195)       $(576)    $(1,636)
                                                    =========== ========= ======== ============ ========= ===========
(n) To record tax provision (benefit) at the applicable statutory tax rates.

(o) Weighted  average  shares  outstanding on a pro forma basis assumes that the
    1,150,000  shares of Series B Preferred  Stock were  converted  to 4,181,818
    shares of Class A Common Stock and the Company's Incentive Stock Options and
    Long-Term Incentive Plan Options were outstanding as of the beginning of the
    period.

(p) To record  amortization  expense on other  assets  that relate to the HYTOPS
    Issuance for one year ($6,000 over 12 years).

(q) To record the net interest expense reduction for 1996 related to application
    of the  HYTOPS  Issuance  proceeds  to the  outstanding  balance  under  the
    revolving  credit  facility offset by an increase in commitment fees for the
    available but unused portion of the revolving  credit  facility for the year
    ended December 31, 1996.
Interest on adjusted borrowing on the revolving credit facility..................  $12,600
Commitment fee on available but unused borrowings of $250,000 of revolving
credit facility at 1/2 of 1% for 12 months.......................................   (1,250)
Commitment fee on available borrowings recorded by the Company...................      470
                                                                                   ----------
Pro forma adjustment.............................................................  $11,820
                                                                                   ==========
(r) To record  subsidiary  trust  minority  interest  expense for the year ended
    December 31, 1996 ($200,000 aggregate liquidation value of HYTOPS).

(s) To record amortization  expense on other assets for one year ($4,500 over 10
    years). See note (f) of notes to Pro Forma Consolidated Balance Sheet.

(t) To record interest expense on the 1997 Notes for one year ($200,000 at 9%).

(u) To adjust Heritage  operating expenses for corporate overhead expenses which
    the Company does not expect to incur upon its  consummation  of the Heritage
    Acquisition on a going-forward basis.

(v) To record depreciation expense related to acquired tangible assets of $3,550
    and eliminate depreciation expense of $4,450 recorded by Heritage.  Tangible
    assets are to be depreciated over lives ranging from 5 to 29.5 years.

(w) To record  amortization  expense  related to acquired  intangible  assets of
    $17,624 and eliminate  amortization  expense of $8,093 recorded by Heritage.
    Intangible assets are to be amortized over lives ranging from 1 to 40 years.

(x) To record interest  expense on acquisition  financing of $570,000 (under the
    Bank Credit  Agreement at 7 1/4 %), net of $780 of  commitment  fees for the
    available  but  unused  portion  of  the  revolving  credit  facility,   and
    eliminated interest expense of $16,924 recorded by Heritage.

(y) To record the interest expense reduction of $9,938 related to application of
    the Common Stock Offering proceeds to the

                              S-11
outstanding  balance  under  the  revolving  credit  facility  offset  by an
    increase in commitment  fees of $608 for the available but unused portion of
    the revolving credit facility.

(z) Weighted  average  shares  outstanding on a pro forma basis assumes that the
    4,000,000  shares of Class A Common  Stock to be issued in the Common  Stock
    Offering were outstanding as of the beginning of the period.

(aa)To record the interest  expense  reduction of $10,518 related to application
    of the Preferred Stock Offering  proceeds to the  outstanding  balance under
    the revolving  credit  facility  offset by an increase in commitment fees of
    $544 for the available but unused portion of the revolving credit facility.

(bb)To record  amortization  expense  on other  assets  that  resulted  from the
    HYTOPS Issuance for six months ($6,000 over 12 years).
Amortization expense on other assets ............................................ $  250
Amortization expense recorded by the Company.....................................   (162)
                                                                                  --------
Pro forma adjustment............................................................. $   88
                                                                                  ========
(cc)To record the net interest expense reduction for 1997 related to application
    of the  HYTOPS  Issuance  proceeds  to the  outstanding  balance  under  the
    revolving  credit  facility offset by an increase in commitment fees for the
    available  but  unused  portion of the  revolving  credit  facility  for the
    quarter ended June 30, 1997.)
Interest on adjusted borrowing on the revolving credit facility  ................  $3,235
Commitment fee on available but unused borrowings of $250,000 of revolving
credit facility at 1/2 of 1% for six months......................................    (625)
Commitment fee on available borrowings recorded by the Company...................     284
                                                                                   ---------
Pro forma adjustment.............................................................  $2,894
                                                                                   =========
(dd)To record  subsidiary trust minority  interest expense for the quarter ended
    June 30, 1997 ($200,000 aggregate liquidation value HYTOPS).
Subsidiary trust minority interest expense for six months.......................  $(11,625)
Subsidiary trust minority interest expense made by the Company during the
quarter.........................................................................     7,007
                                                                                  ------------
Pro forma adjustment............................................................  $ (4,618)
                                                                                  ============
(ee)To record  amortization  expense on other assets for six months ($4,500 over
    10 years). See note (f) of notes to Pro Forma Consolidated Balance Sheet.

(ff)To record  interest  expense on the 1997 Notes for six months  ($200,000  at
    9%).

(gg)To adjust Heritage  operating expenses for corporate overhead expenses which
    the Company does not expect to incur upon its  consummation  of the Heritage
    Acquisition on a going-forward basis.

(hh)To record  depreciation  expenses  related to  acquired  tangible  assets of
    $1,775 and eliminate  depreciation  expense of $2,225  recorded by Heritage.
    Tangible  assets are to be  depreciated  over lives  ranging  from 5 to 29.5
    years.

(ii)To record  amortization  expense  related to acquired  intangible  assets of
    $8,954 and eliminate  amortization  expense of $3,990  recorded by Heritage.
    Intangible assets are to be amortized over lives ranging from 1 to 40 years.

(jj)To record interest  expense on acquisition  financing of $570,000 (under the
    Bank Credit  Agreement at 7 1/4 %), net of $341 of  commitment  fees for the
    available but unused portion of the revolving credit facility, and eliminate
    interest expense of $9,554 recorded by Heritage.
(kk)To record the interest expense reduction of $4,969 related to application of
    the Common Stock  Offering  proceeds to the  outstanding  balance  under the
    revolving  credit  facility offset by an increase in commitment fees of $304
    for the available but unused portion of the revolving credit facility.

(ll)To record the interest expense reduction of $5,259 related to application of
    the Preferred Stock Offering  proceeds to the outstanding  balance under the
    revolving  credit  facility offset by an increase in commitment fees of $272
    for the available but unused portion of the revolving credit facility.

(mm)There can be no  assurance  that  either the Common  Stock  Offering  or the
    Preferred  Stock  Offering  will  be  consummated,  or  that  if  one of the
    offerings is completed the other offering will also be completed

                                      S-12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SINCLAIR

INTRODUCTION

     The Company is a  diversified  broadcasting  company  that owns or provides
programming  services  to more  television  stations  than any other  commercial
broadcasting  group in the United States. The Company currently owns or provides
programming  services  pursuant  to  Local  Marketing  Agreements  (LMAs)  to 29
television  stations,  has pending  acquisitions of four  additional  television
stations,  and has pending  acquisitions of the right to provide  programming to
two additional stations. The Company believes it is also one of the top 20 radio
groups in the United States, when measured by the total number of radio stations
owned,  programmed or with which the Company has Joint Sales Agreements  (JSAs).
The Company owns or provides  sales services to 27 radio  stations,  has pending
acquisitions  of 24 radio  stations,  and has  options to acquire an  additional
seven radio stations.

     The  operating  revenues of the Company are derived from local and national
advertisers and, to a much lesser extent, from television network  compensation.
The  Company's  primary  operating  expenses  involved in owning,  operating  or
programming  the television  and radio  stations are  syndicated  program rights
fees, commissions on revenues, employee salaries,  news-gathering and promotion.
Amortization  and  depreciation of costs  associated with the acquisition of the
stations and interest  carrying  charges are significant  factors in determining
the Company's overall profitability.

     Set forth below are the principal types of broadcast  revenues  received by
the Company's stations for the periods indicated and the percentage contribution
of each type to the Company's total gross broadcast revenues:

                               BROADCAST REVENUES
                             (DOLLARS IN THOUSANDS)
YEARS ENDED DECEMBER 31,
                            -----------------------------------------------------------
                                    1994                1995                1996
                            ------------------- ------------------- -------------------
Local/regional
advertising...............  $ 67,881    48.6%   $104,299    47.5%   $199,029    49.4%
National advertising .....    69,374    49.6     113,678    51.7     191,449    47.6
Network compensation .....       302     0.2         442     0.2       3,907     1.0
Political advertising ....     1,593     1.1         197     0.1       6,972     1.7
Production................       696     0.5       1,115     0.5       1,142     0.3
                            ---------- -------- ---------- -------- ---------- --------
Broadcast revenues........   139,846   100.0%    219,731   100.0%    402,499   100.0%
                                       ========            ========            ========
Less: agency commissions .   (21,235)            (31,797)            (56,040)
                            ----------          ----------          ----------
Broadcast revenues, net ..   118,611             187,934             346,459
Barter revenues...........    10,743              18,200              32,029
                            ----------          ----------          ----------
Total revenues............  $129,354            $206,134            $378,488
                            ==========          ==========          ==========
The  Company's   primary  types  of  programming   and  their   approximate
percentages  of 1996 net broadcast  revenues were network  programming  (14.1%),
children's   programming  (7.4%)  and  other  syndicated   programming  (56.7%).
Similarly,  the Company's  three largest  categories  of  advertising  and their
approximate  percentages of 1996 net broadcast revenues were automotive (17.4%),
fast food advertising  (9.2%) and movies (5.5%). No other  advertising  category
accounted for more than 5% of the  Company's net broadcast  revenues in 1996. No
individual  advertiser  accounted  for  more  than  5% of any  of the  Company's
individual station's net broadcast revenues in 1996.

                                      S-13
The following  table sets forth certain  operating  data of the Company for
the years ended  December 31, 1994,  1995 and 1996 and the six months ended June
30, 1996 and 1997:

                                 OPERATING DATA
                             (DOLLARS IN THOUSANDS)
SIX MONTHS
                                                         YEARS ENDED DECEMBER 31,         ENDED JUNE 30,
                                                     -------------------------------- ---------------------
                                                        1994       1995       1996       1996       1997
                                                     ---------- ---------- ---------- ---------- ----------
Net broadcast revenues.............................  $118,611   $187,934   $346,459   $117,339   $219,701
Barter revenues....................................    10,743     18,200     32,029      9,571     19,870
                                                     ---------- ---------- ---------- ---------- ----------
Total revenues.....................................   129,354    206,134    378,488    126,910    239,571
                                                     ---------- ---------- ---------- ---------- ----------
Operating expenses, excluding depreciation and
amortization and special bonuses paid to executive
officers...........................................    50,545     80,446    167,765     52,826    114,697
Depreciation and amortization......................    55,587     80,410    118,038     45,493     76,650
Amortization of deferred compensation..............        --         --        739        506        233
Amortization of excess syndicated programming .....        --         --      3,043         --         --
Special bonuses to executive officers..............     3,638         --         --         --         --
                                                     ---------- ---------- ---------- ---------- ----------
Broadcast operating income.........................  $ 19,584   $ 45,278   $ 88,903   $ 28,085   $ 47,991
                                                                ========== ========== ========== ==========

BROADCAST CASH FLOW (BCF) DATA:
Television BCF.....................................  $ 67,519   $111,124   $175,212   $ 63,309   $ 98,032
Radio BCF .........................................        --         --     14,004      1,770      7,568
                                                     ---------- ---------- ---------- ---------- ----------
Consolidated BCF (a)...............................  $ 67,519   $111,124   $189,216   $ 65,079   $105,600
                                                     ========== ========== ========== ========== ==========

Television BCF margin..............................     56.9%      59.1%      56.7%      56.3%      51.2%
Radio BCF margin...................................       --         --       37.3%      36.4%      26.7%
Consolidated BCF margin (b)........................     56.9%      59.1%      54.6%      55.5%      48.1%

OTHER DATA:
Adjusted EBITDA(c).................................  $ 64,547   $105,750   $180,272   $ 62,013   $ 98,615
Adjusted EBITDA margin (b).........................     54.4%      56.3%      52.0%      52.8%      44.9%
After-tax cash flow (d)............................  $ 21,310   $ 46,376   $ 74,441   $ 30,441   $ 32,737
Program contract payments..........................    14,262     19,938     30,451     12,071     26,259
Corporate expense..................................     2,972      5,374      8,944      3,066      6,985
----------
(a) "Consolidated  BCF" is defined as broadcast  operating income plus corporate
    overhead expenses, special bonuses paid to executive officers,  depreciation
    and amortization  (including film  amortization and amortization of deferred
    compensation  and excess  syndicated  programming),  less cash  payments for
    program contract rights.  Cash program payments represent cash payments made
    for current program  payables and do not  necessarily  correspond to program
    usage.   Special   bonuses  paid  to  executive   officers  are   considered
    non-recurring  expenses. The Company has presented broadcast cash flow data,
    which the Company  believes  are  comparable  to the data  provided by other
    companies in the industry,  because such data are commonly used as a measure
    of performance for broadcast companies.  However,  Consolidated BCF does not
    purport to represent  cash provided by operating  activities as reflected in
    the  Company's  consolidated  statements  of cash flow,  is not a measure of
    financial  performance under generally  accepted  accounting  principles and
    should not be  considered  in isolation  or as a substitute  for measures of
    performance  prepared  in  accordance  with  generally  accepted  accounting
    principles.

(b) "Consolidated  BCF margin" is defined as broadcast  cash flow divided by net
    broadcast  revenues.  "Adjusted EBITDA margin" is defined as Adjusted EBITDA
    divided by net broadcast revenues.

(c) "Adjusted EBITDA" is defined as broadcast cash flow less corporate  expenses
    and is a commonly  used  measure of  performance  for  broadcast  companies.
    Adjusted  EBITDA does not purport to  represent  cash  provided by operating
    activities  as reflected in the  Company's  consolidated  statements of cash
    flows, is not a measure of financial  performance  under generally  accepted
    accounting  principles  and should not be  considered  in  isolation or as a
    substitute for measures of performance prepared in accordance with generally
    accepted accounting principles.

(d) "After-tax cash flow" is defined as net income (loss) plus  depreciation and
    amortization   (excluding  film  amortization),   amortization  of  deferred
    compensation,  and the  deferred  tax  provision  (or minus the deferred tax
    benefit).  After-tax  cash  flow  is  presented  here  not as a  measure  of
    operating  results  and does not  purport  to  represent  cash  provided  by
    operating  activities.  After-tax  cash flow  should  not be  considered  in
    isolation  or as a  substitute  for  measures  of  performance  prepared  in
    accordance with generally accepted accounting principles.

                                      S-14
RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 1996 AND 1997

     Total  revenues  increased to $239.6  million for the six months ended June
30, 1997 from $126.9  million for the six months ended June 30, 1996,  or 88.8%.
After  excluding  the effects of non-cash  barter  transactions,  net  broadcast
revenues for the six months ended June 30, 1997  increased by 87.2% over the six
months ended June 30, 1996. The increase in broadcast revenues was primarily the
result of acquisitions and LMA  transactions  consummated by the Company in 1996
(the "1996  Acquisitions") and, to a lesser extent,  market growth in television
broadcast revenue and television broadcast revenue on a same stations basis.

     Operating  expenses  excluding  depreciation,  amortization  of  intangible
assets and amortization of deferred compensation increased to $114.7 million for
the six months  ended June 30, 1997 from $52.8  million for the six months ended
June 30, 1996, or 117.2%. The increase in expenses for the six months ended June
30,  1997 as  compared  to the six  months  ended  June 30,  1996 was  primarily
attributable to operating costs associated with the 1996 Acquisitions  (92.9% of
increase  for the six  month  period)  and an  increase  in  corporate  overhead
expenses  (6.3% of increase for the six month period)  related  primarily to the
additional expense of managing a larger base of operations.

     Broadcast  operating  income  increased to $48.0 million for the six months
ended June 30, 1997 from $28.1  million for the six months  ended June 30, 1996,
or 70.8%.  The increase in broadcast  operating  income for the six months ended
June 30, 1997 as compared  to the six months  ended June 30, 1996 was  primarily
attributable to the 1996 Acquisitions.

     Interest  expense  increased to $52.0 million for the six months ended June
30, 1997 from $27.6  million for the six months ended June 30,  1996,  or 88.4%.
The  increase  in  interest  expense  for the six  months  ended  June 30,  1997
primarily  related to indebtedness  incurred by the Company to finance the River
City  Acquisition  on May 31,  1996,  other  subsequent  1996  acquisitions  and
acquisitions  consummated in 1997 (the "1997  Acquisitions").  Subsidiary  Trust
Minority Interest Expense of $7.0 million for the six months ended June 30, 1997
is  related  to  the  HYTOPS.   Subsidiary   Trust  Minority   Interest  Expense
distributions will be partially offset by reductions in interest expense because
a  portion  of the  proceeds  of the  sale of the  HYTOPS  was  used  to  reduce
indebtedness under the Company's Bank Credit Agreement.

     Interest  and other  income  decreased  to $1.1  million for the six months
ended June 30, 1997 from $3.2 million for the six months ended June 30, 1996, or
65.6%.  This  decrease was  primarily  due to lower  average  cash  balances and
related interest income.

     The net  deferred  tax asset  increased to $8.2 million as of June 30, 1997
from  $782,000 at December 31, 1996.  The increase in the Company's net deferred
tax asset as of June 30, 1997 as compared to December 31, 1996 primarily results
from the  anticipation  that the pre-tax losses incurred in the first six months
of 1997 will be used to offset future taxable income.

     Net loss for the six months ended June 30, 1997 was $5.8 million or $(0.17)
per share  compared to net income of $1.5 million or $0.04 per share for the six
months ended June 30, 1996.

     Broadcast  cash flow  increased to $105.6  million for the six months ended
June 30, 1997 from $65.1  million  for the six months  ended June 30,  1996,  or
62.2%. This increase in broadcast cash flow primarily resulted from the 1996 and
1997 Acquisitions and, to a lesser extent,  increases in net broadcast  revenues
on a same station basis.  The Company's  broadcast cash flow margin decreased to
48.1% for the six months ended June 30, 1997 from 55.5% for the six months ended
June 30,  1996.  Excluding  the  effect of radio  station  broadcast  cash flow,
television  broadcast  cash flow  margin  decreased  to 51.2% for the six months
ended  June 30,  1997 from 56.3% for the six months  ended  June 30,  1996.  The
decrease in  broadcast  cash flow margins for the six months ended June 30, 1997
as compared to the six months ended June 30, 1996  primarily  resulted  from the
lower  margins of the acquired  radio  broadcasting  assets and lower margins of
certain television stations acquired during 1996. For television stations owned,
operated or programmed for the six months ended June 30, 1996 and the six months
ending June 30,

                                      S-15
1997,  broadcast cash flow margins increased from 55.5% to 57.0%,  respectively.
This  increase  primarily  resulted  from expense  savings  related to synergies
realized from the 1996  Acquisitions  combined  with  increases in net broadcast
revenue.

     Adjusted  EBITDA  increased to $98.6  million for the six months ended June
30, 1997 from $62.0  million for the six months ended June 30,  1996,  or 59.0%.
This  increase  in  Adjusted  EBITDA for the six months  ended June 30,  1997 as
compared to the six months ended June 30, 1996  resulted  from the 1996 and 1997
Acquisitions.  The Company's  Adjusted EBITDA margin  decreased to 44.9% for the
six  months  ended June 30,  1997 from  52.8% for the six months  ended June 30,
1996.  The decrease in Adjusted  EBITDA margin for the six months ended June 30,
1997 as compared to the six months ended June 30, 1996  primarily  resulted from
operating cost  structures at certain of the acquired  stations and increases in
corporate  overhead  expenses.  The  Company  has  begun to  implement  and will
continue to implement  operating and programming  expense savings resulting from
synergies  realized from the  businesses  acquired in and prior to 1996 and 1997
and  believes  that the  benefits of the  implementation  of these  methods will
result in improvement  in broadcast cash flow margin and Adjusted  EBITDA margin
over time.

     After-tax  cash flow  increased  to $32.7  million for the six months ended
June 30, 1997 from $30.4  million  for the six months  ended June 30,  1996,  or
7.6%. The increase in after-tax cash flow for the six months ended June 30, 1997
as compared to the six months ended June 30, 1996  primarily  resulted  from the
1996 and 1997  Acquisitions  and internal growth,  offset by increased  interest
expense on the debt incurred to consummate  the 1996 and 1997  Acquisitions  and
subsidiary trust minority interest expense related to the HYTOPS Issuance during
March 1997.

YEARS ENDED DECEMBER 31, 1996 AND 1995

     Total revenues  increased to $378.5 million for the year ended December 31,
1996 from  $206.1  million  for the year  ended  December  31,  1995,  or 83.6%.
Excluding the effects of non-cash barter  transactions,  net broadcast  revenues
for the year ended  December  31,  1996  increased  by 84.4% over the year ended
December 31, 1995.  The increase in broadcast  revenues was primarily the result
of  acquisitions  and LMA  transactions  consummated by the Company in 1995 (the
"1995  Acquisitions")  and 1996.  For  stations  owned,  operated or  programmed
throughout 1995 and 1996,  television  broadcast  revenue grew 2.1% for the year
ended  December 31, 1996 when compared to the year ended  December 31, 1995. For
stations  owned,  operated or programmed  throughout  1994 and 1995,  television
broadcast  revenue grew 12.8% for the year ended December 31, 1995 when compared
to the year ended  December  31, 1994.  The  decrease in 1996 revenue  growth as
compared to 1995 revenue growth primarily  resulted from the loss in 1996 of the
Fox  affiliation  at  WTTO  in the  Birmingham  market,  the  loss  of  the  NBC
affiliation  at WRDC in the Raleigh  market and decreases in ratings at WCGV and
WNUV in the Milwaukee and Baltimore markets, respectively.

     Operating  expenses  excluding  depreciation,  amortization  of  intangible
assets  and  amortization  of  deferred   compensation  and  excess   syndicated
programming  costs  increased to $167.8  million for the year ended December 31,
1996 from $80.4  million for the year ended  December 31, 1995,  or 108.7%.  The
increase in  expenses  for the year ended  December  31, 1996 as compared to the
year ended  December  31,  1995 was  largely  attributable  to  operating  costs
associated  with  the  1995  and  1996  Acquisitions,  an  increase  in LMA fees
resulting from LMA transactions and an increase in corporate overhead expenses.

     Broadcast  operating  income  increased to $88.9 million for the year ended
December 31, 1996,  from $45.3 million for the year ended  December 31, 1995, or
96.2%.  The increase in broadcast  operating  income for the year ended December
31,  1996 as  compared  to the  year  ended  December  31,  1995  was  primarily
attributable to the 1995 and 1996 Acquisitions.

     Interest expense increased to $84.3 million for the year ended December 31,
1996 from $39.3  million for the year ended  December 31, 1995,  or 114.5%.  The
increase in interest  expense for the year ended December 31, 1996 was primarily
related to senior bank indebtedness incurred by the Company to finance the River
City Acquisition and other acquisitions.

     Interest  and other  income  decreased  to $3.5  million for the year ended
December  31, 1996 from $4.2 million for the year ended  December  31, 1995,  or
16.7%.  The decrease for the year ended  December 31, 1996 was  primarily due to
lower cash balances and related interest income resulting from cash

                                      S-16
payments  made in February  1996 when the Company made a $34.4  million  payment
relating  to the WSMH  acquisition  and April 1996 when the  Company  made a $60
million down  payment  relating to the River City  Acquisition.  The decrease in
interest  income was offset by an increase in other  income  resulting  from the
1995 and 1996 Acquisitions.

     For the reasons described above, net income for the year ended December 31,
1996 was $1.1 million or $0.03 per share  compared to net income of $5.0 million
or $0.15 per share for the year ended December 31, 1995 before the extraordinary
loss on early extinguishment of debt.

     Broadcast cash flow increased to $189.2 million for the year ended December
31, 1996 from $111.1 million for the year ended December 31, 1995, or 70.3%. The
increase in broadcast cash flow for the year ended December 31, 1996 as compared
to the year ended  December 31, 1995  primarily  resulted from the 1995 and 1996
Acquisitions.  For stations  owned,  operated or programmed  throughout 1995 and
1996,  broadcast  cash flow grew 1.3% for the year ended  December 31, 1996 when
compared to the year ended  December 31, 1995. For stations  owned,  operated or
programmed throughout 1994 and 1995, broadcast cash flow grew 23.7% for the year
ended  December 31, 1995 when compared to the year ended  December 31, 1994. The
decrease in 1996  broadcast  cash flow growth as compared to 1995 broadcast cash
flow growth  primarily  resulted from the loss in 1996 of the Fox affiliation at
WTTO in the Birmingham  market,  the loss of the NBC  affiliation at WRDC in the
Raleigh  market and  decreases in ratings at WCGV and WNUV in the  Milwaukee and
Baltimore  markets,  respectively.  The  Company's  broadcast  cash flow  margin
decreased to 54.6% for the year ended  December 31, 1996 from 59.1% for the year
ended  December 31, 1995.  Excluding the effect of radio station  broadcast cash
flow,  television  station broadcast cash flow margin decreased to 56.7% for the
year ended  December  31, 1996 as compared to 59.1% for the year ended  December
31,  1995.  The  decrease  in  broadcast  cash flow  margins  for the year ended
December  31,  1996 as compared to the year ended  December  31, 1995  primarily
resulted from the lower margins of the acquired  radio  broadcasting  assets and
lower  margins of certain of the  acquired  television  stations.  For  stations
owned,  operated or programmed  throughout  1996 and 1995,  broadcast  cash flow
margins were  unchanged  when  comparing  the years ended  December 31, 1996 and
1995. The Company believes that margins of certain of the acquired stations will
improve as operating and programming synergies are implemented.

     Adjusted EBITDA increased to $180.3 million for the year ended December 31,
1996 from $105.8  million for the year ended  December 31, 1995,  or 70.4%.  The
increase in Adjusted  EBITDA for the year ended December 31, 1996 as compared to
the year ended  December 31, 1995 resulted from the 1995 and 1996  Acquisitions.
The  Company's  Adjusted  EBITDA  margin  decreased  to 52.0% for the year ended
December 31, 1996 from 56.3% for the year ended  December 31, 1995. The decrease
in Adjusted  EBITDA  margins for the year ended December 31, 1996 as compared to
the year ended December 31, 1995 primarily  resulted from higher operating costs
at certain of the acquired stations. The Company has begun to implement and will
continue  to  implement  operating  and  programming  synergies  throughout  the
businesses acquired in and prior to 1996. The Company believes that the benefits
of the  implementation  of these methods will result in improvement in broadcast
cash flow and Adjusted EBITDA margins in future periods.

     After-tax  cash flow increased to $74.4 million for the year ended December
31, 1996 from $46.4 million for the year ended December 31, 1995, or 60.3%.  The
increase in after-tax cash flow for the year ended December 31, 1996 as compared
to the year ended  December 31, 1995  primarily  resulted from the 1995 and 1996
Acquisitions offset by interest expense on the debt incurred to consummate these
acquisitions.

YEARS ENDED DECEMBER 31, 1995 AND 1994

     Total revenues  increased to $206.1 million for the year ended December 31,
1995,  from $129.4 million for the year ended December 31, 1994, or 59.3%.  This
increase  includes  revenues  from  the  acquisitions  of WTVZ  and WLFL and the
entering into LMA agreements with WABM and WDBB. This increase also includes the
first  full  year of  revenues  from  the  acquisition  of WCGV and WTTO and the
entering into LMA agreements with WNUV, WVTV and FSFA (the "1994 Acquisitions").
Excluding the effect of non-cash  barter  transactions,  net broadcast  revenues
increased  to $187.9  million for the year ended  December  31, 1995 from $118.6
million for the year ended December 31, 1994, or 58.4%.

                                      S-17
These  increases in net broadcast  revenues were  primarily a result of the
1994 and 1995 Acquisitions and LMA transactions  consummated by the Company,  as
well as television  broadcast  revenue growth in each of the Company's  markets.
WPGH,  the  Pittsburgh  Fox  affiliate,  achieved in excess of 14% net broadcast
revenue  growth for the year ended  December  31,  1995 as  compared to the year
ended  December 31, 1994.  This  increase was  primarily  attributable  to a new
metered  rating  service  that  began in May 1995 which  significantly  improved
WPGH's market rating.  WBFF, the Fox affiliate in Baltimore and WCGV, the former
Fox affiliate, now a UPN affiliate in Milwaukee,  both achieved in excess of 10%
net broadcast  revenue  growth as these stations began to realize the advantages
of having an LMA in these markets.

     Operating  expenses  excluding  depreciation  and  amortization and special
bonuses paid to executive officers increased to $80.4 million for the year ended
December 31, 1995 from $50.5 million for the year ended December 31, 1994. These
increases  in expenses  were  primarily  attributable  to increases in operating
expenses  relating to the 1994 and 1995  Acquisitions,  including the payment of
LMA fees  which  increased  to  approximately  $5.6  million  for the year ended
December  31, 1995 as compared to $1.1  million for the year ended  December 31,
1994.  Corporate  overhead expenses  increased 80.8% for the year ended December
31, 1995 as compared to the year ended  December  31,  1994.  This  increase was
primarily  due to  expenses  associated  with  being  a  public  company  (i.e.,
directors and officers  insurance,  travel expenses and  professional  fees) and
executive  bonus  accruals  for bonuses  which were paid based on  achieving  in
excess of 20% growth  percentages in pro forma  broadcast cash flow for the year
1995 compared to 1994.

     Broadcast  operating  income  increased to $45.3 million for the year ended
December 31, 1995 from $19.6  million for the year ended  December 31, 1994,  or
131.1%.  This increase in broadcast  operating  income was primarily a result of
the 1994 and 1995 Acquisitions and an increase in television  broadcast revenues
in each of the Company's  markets,  partially  offset by increased  amortization
expenses related to these acquisitions.

     Interest expense increased to $39.3 million for the year ended December 31,
1995 from $25.4  million for the year ended  December  31, 1994,  or 54.7%.  The
major  component of this increase in interest  expense was increased  borrowings
under the Bank  Credit  Agreement  to  finance  the 1994 and 1995  Acquisitions.
During August 1995, the Company issued $300 million of Senior Subordinated Notes
and used a portion of the net proceeds to repay outstanding  indebtedness  under
the  Bank  Credit  Agreement  and the  remainder  provided  an  increase  to the
Company's cash balances of  approximately  $91.4 million.  The interest  expense
related to these notes was  approximately  $10.0 million in 1995.  This increase
was partially  offset by the  application  of the net proceeds of an offering of
Class A Common  Stock to reduce a  portion  of the  indebtedness  under the Bank
Credit Agreement during June 1995. Interest expense was also reduced as a result
of the  application  of net cash  flow  from  operating  activities  to  further
decrease borrowings under the Bank Credit Agreement.

     Interest  and other  income  increased  to $4.2  million for the year ended
December  31, 1995 from $2.4 million for the year ended  December  31, 1994,  or
75.0%.  This increase in interest income primarily  resulted from an increase in
cash  balances  that  remained  from the proceeds of Senior  Subordinated  Notes
issued in August 1995. Income (loss) before benefit (provision) for income taxes
and  extraordinary  item increased to income of $10.2 million for the year ended
December  31, 1995 from a loss of $3.4  million for the year ended  December 31,
1994.

     Net income available to common  shareholders  improved to income of $76,000
for the year ended  December  31, 1995 from a loss of $2.7  million for the year
ended  December 31, 1994. In August 1995,  the Company  consummated  the sale of
$300 million of Senior Subordinated Notes generating net proceeds to the Company
of $293.2  million.  The net proceeds of this  offering  were  utilized to repay
outstanding  indebtedness under the Bank Credit Agreement of $201.8 million with
the remainder being retained for general corporate purposes including  potential
future   acquisitions.   In  conjunction   with  the  early  retirement  of  the
indebtedness   under  the  Bank  Credit  Agreement,   the  Company  recorded  an
extraordinary loss of $4.9 million net of a tax benefit of $3.4 million, related
to the write-off of deferred financing costs under the Bank Credit Agreement.

                                      S-18
Broadcast cash flow increased to $111.1 million for the year ended December
31, 1995 from $67.5 million for the year ended December 31, 1994, or 64.6%. This
increase  in  broadcast  cash  flow  was  primarily  due to the  1994  and  1995
Acquisitions, growth in market revenues and a reduction in program payments as a
percentage  of net broadcast  revenues to 10.6% for the year ended  December 31,
1995 from 12.0% for the year ended December 31, 1994.

     Adjusted EBITDA increased to $105.8 million for the year ended December 31,
1995  from  $64.6  million  for the year  ended  December  31,  1994,  or 63.8%,
consistent with the growth in broadcast cash flow. After tax cash flow increased
to $46.4 million for the year ended December 31, 1995 from $21.3 million for the
year ended December 31, 1994, or 117.8%.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 1997,  the Company had $2.7  million in cash  balances and a
working capital deficit of  approximately  $9.3 million.  The Company's  working
capital deficit primarily results from the accelerated method of amortization of
program  contract  costs  and the  even  payment  streams  of  program  contract
liabilities.  Excluding the effect of current program contract costs and current
program contract  liabilities,  the Company's  working capital at June 30, 1997,
would have been $5.7 million.  The Company's primary source of liquidity is cash
provided by operations and availability  under the Bank Credit Agreement.  As of
August 11, 1997,  the Company's  cash balances were  approximately  $1.9 million
with  approximately  $254 million  available for borrowing under the Bank Credit
Agreement.  In addition, the Bank Credit Agreement provides for a Tranche C term
loan in the amount of up to $400 million  which can be utilized upon approval by
the agent bank and the raising of sufficient  commitments from banks to fund the
additional loans. In July 1997, the Company entered into a purchase agreement to
acquire the license and non-license assets of the radio and television  stations
of Heritage for $630 million and made a cash down payment of $63.0 million.  The
Company  has  entered  into a  letter  of  intent  to sell  one of the  Heritage
television  stations for $60 million (the sale of which is required  pursuant to
the  acquisition  agreement  relating to the remaining  Heritage  television and
radio  properties).  The Company  anticipates  that it will finance the Heritage
acquisition through additional bank financing  (including a draw under Tranche C
described  above) or through a  combination  of  additional  bank  financing and
proceeds from an offering of securities.

     Net cash flows from operating activities increased to $42.5 million for the
six months ended June 30, 1997 from $26.4  million for the six months ended June
30,  1996.  The  Company  made income tax  payments of $5.3  million for the six
months  ended June 30, 1997 as compared to $5.6 million for the six months ended
June  30,  1996  due  to  anticipated   tax  benefits   generated  by  the  1996
Acquisitions.  The Company made interest payments on outstanding indebtedness of
$55.7  million  during the six months  ended June 30,  1997 as compared to $29.5
million for the six months ended June 30, 1996. Additional interest payments for
the six months  ended June 30, 1997 as compared to the six months ended June 30,
1996 primarily related to additional interest costs on indebtedness  incurred to
finance  the 1996  Acquisitions.  The Company  made  subsidiary  trust  minority
interest expense payments of $6.0 million for the six months ended June 30, 1997
related to the private placement of the HYTOPS completed in March 1997.  Program
rights  payments  increased  to $26.3  million for the six months ended June 30,
1997 from $12.1  million for the six months ended June 30, 1996,  primarily as a
result of the 1996 Acquisitions.

     Net cash flows used in investing activities decreased to $112.4 million for
the six months ended June 30, 1997 from $942.1  million for the six months ended
June 30,  1996.  During  January  1997,  the Company  purchased  the license and
non-license  assets of WWFH-FM and  WILP-AM in  Wilkes-Barre,  Pennsylvania  for
approximately  $770,000.  In  January  and March  1997,  the  Company  made cash
payments of $9.0 million and $1.5  million  relating to the  acquisition  of the
license and non-license assets of KUPN-TV and WGR-AM and WWWS-AM,  respectively,
utilizing  indebtedness  under  the Bank  Credit  Agreement  and  existing  cash
balances.  In May 1997, the Company made cash payments of $78 million to acquire
the license and non-license  assets of KUPN-TV utilizing  indebtedness under the
Bank Credit  Agreement and existing cash  balances.  During the six months ended
June 30,  1997,  the Company made  purchase  option  extension  payments of $6.5
million  relating to WSYX-TV.  The Company made  payments  totaling $8.5 million
during  the six  months  ended  June 30,  1997 in order to  exercise  options to
acquire certain

                                      S-19
FCC  licenses.  The Company made  payments  for  property and  equipment of $8.3
million  for the six months  ended June 30,  1997.  In July  1997,  the  Company
entered into a purchase  agreement to acquire the license and non-license assets
of the television and radio stations of Heritage and made a cash down payment of
$63.0 million.  The Company  anticipates  that future  requirements  for capital
expenditures will also include other  acquisitions if suitable  acquisitions can
be identified on acceptable terms and capital  expenditures  incurred during the
ordinary course of business.

     Net cash flows provided by financing  activities decreased to $70.3 million
for the six months  ended June 30, 1997 from  $807.4  million for the six months
ended June 30, 1996. In March 1997, the Company completed a private placement of
the HYTOPS.  The  Company  utilized  $135  million of the  approximately  $193.4
million  net  proceeds  of the HYTOPS  Issuance  to repay  outstanding  debt and
retained the remainder for general corporate purposes. The Company made payments
totaling $4.6 million to repurchase  186,000  shares of Class A Common Stock for
the six months ended June 30, 1997.  In May 1997,  the Company made  payments of
$4.7  million  related to the  amendment  of its Bank Credit  Agreement.  In the
fourth  quarter of 1996,  the Company  negotiated  the  prepayment of syndicated
program contract  liabilities for excess syndicated  programming  assets. In the
first  quarter of 1997,  the Company  made final cash  payments of $1.4  million
related to these  negotiations.  In July 1997, the Company issued the 1997 Notes
using  $162.5  million  of the  approximately  $196  million  proceeds  to repay
outstanding  indebtedness  under the revolving  credit  facility  under the Bank
Credit  Agreement  and using the  remainder  to pay a portion of the $63 million
cash down payment relating to the Heritage Acquisition.

     The Company anticipates that funds from operations,  existing cash balances
and  availability  of the  revolving  credit  facility  under  the  Bank  Credit
Agreement will be sufficient to meet its working  capital,  capital  expenditure
commitments and debt service  requirements for the foreseeable future.  However,
to the  extent  such  funds are not  sufficient,  or if the  Company  commits to
additional capital expenditures (including additional acquisitions), the Company
may need to incur additional  indebtedness,  refinance existing  indebtedness or
raise funds from the sale of additional  equity.  The Bank Credit  Agreement and
the indentures  relating to the Company's 9% Senior Subordinated Notes due 2007,
10% Senior  Subordinated  Notes due 2003 and 10% Senior  Subordinated  Notes due
2005 restrict the incurrence of additional  indebtedness and the use of proceeds
of an equity issuance.  On August 22, 1997, the Company filed a $1 billion shelf
registration  statement  covering the issuance of the Company's debt securities,
preferred  stock and common  stock,  and on August 27, 1997 the Company filed an
amendment to the registration  statement  containing  supplemental  prospectuses
relating to the  offering  of  4,000,000  shares of Class A Common  Stock by the
Company  (and  1,300,000  shares  of Class A Common  Stock  by  certain  selling
stockholders)  and  relating  to the  sale  of  3,000,000  shares  of  Series  D
Convertible  Exchangeable Preferred Stock with an aggregate liquidation value of
$150,000,000. If these offerings are completed, a portion of the net proceeds to
the Company from the offerings will be used to repay existing  borrowings  under
the revolving credit facility under the Bank Credit Agreement, and the remainder
of the net  proceeds  will be retained  by the  Company  for  general  corporate
purposes,  including funding the Heritage  Acquisition,  which is anticipated to
close  in the  first  quarter  of  1998,  and  other  acquisitions  if  suitable
acquisitions can be identified on acceptable  terms. See "Business of Sinclair -
1997 Acquisitions."

INCOME TAXES

     Income tax benefit  increased to $4.1 million for the six months ended June
30, 1997 from a  provision  of $2.1  million  for the six months  ended June 30,
1996.  The Company's  effective tax rate decreased to a benefit of 41.3% for the
six months  ended  June 30,  1997 from a  provision  of 58.2% for the six months
ended June 30, 1996. The net deferred tax asset  increased to $8.2 million as of
June 30, 1997 from $782,000 at December 31, 1996.  The increase in the Company's
net  deferred  tax asset as of June 30, 1997 as  compared  to December  31, 1996
primarily resulted from the anticipation that the pre-tax losses incurred in the
first six months of 1997 will be used to offset future taxable income.

     The Company's  income tax provision  increased to $6.9 million for the year
ended  December 31, 1996 from $5.2 million for the year ended December 31, 1995.
The Company's  effective tax rate  increased to 86% for the year ended  December
31, 1996 from 51% for the year ended  December  31,  1995.  The increase for the
year ended  December  31, 1996 as compared to the year ended  December  31, 1995
primarily  related to certain  financial  reporting  and income tax  differences
attributable  to certain 1995 and 1996  Acquisitions,  and state franchise taxes
which are independent of pre-tax income.

                                      S-20
The net  deferred  tax asset  decreased to $782,000 as of December 31, 1996
from $21.0  million at December 31,  1995.  The  decrease in the  Company's  net
deferred  tax asset as of December  31, 1996 as compared to December 31, 1995 is
primarily due to the Company recording deferred tax liabilities of $18.1 million
relating to the acquisition of all of the  outstanding  stock of Superior in May
1996,   adjustments   related  to  certain  1995  acquisitions,   and  resulting
differences between the book and tax basis of the underlying assets.

     A $1.8 million net tax provision and a $647,000 tax benefit was  recognized
for the years ended December 31, 1995 and December 31, 1994,  respectively.  The
provision  for the year ended  December  31, 1995 was  comprised of $5.2 million
provision relating to the Company's income before provision for income taxes and
extraordinary  item offset by a $3.4 million income tax benefit  relating to the
extraordinary  loss on early  extinguishment  of  debt.  The  $5.2  million  tax
provision  reflects a 51%  effective  tax rate for the year ended  December  31,
1995,   which  is  higher  than  the  statutory   rate   primarily  due  to  the
non-deductibility  of goodwill  relating to the  repurchase  of Common  Stock in
1990.  The income tax benefit for the year ended  December 31, 1994 was 19.1% of
the  Company's  loss  before  income  taxes,  which  is lower  than the  benefit
calculated  at  statutory  rates  primarily  due  to   non-deductible   goodwill
amortization.  After giving effect to these changes the Company had net deferred
tax assets of $21.0  million at December 31, 1995 and $12.5  million at December
31, 1994, respectively.

SEASONALITY

     The Company's results usually are subject to seasonal  fluctuations,  which
result in fourth quarter  broadcast  operating income usually being greater than
first,  second and third quarter broadcast operating income. This seasonality is
primarily  attributable to increased expenditures by advertisers in anticipation
of holiday season spending and an increase in viewership during this period.

                                      S-21
INDUSTRY OVERVIEW

TELEVISION BROADCASTING

     Commercial   television   stations  in  the  United  States  are  typically
affiliated with one of six television networks, which are at different stages of
development.   The  networks  are  differentiated  in  part  by  the  amount  of
programming  they provide their  affiliates  each week and by the length of time
they have been in operation. These networks are ABC, CBS, NBC, FOX, WB, and UPN.
The ABC, CBS, and NBC networks (the  "Traditional  Networks") have a substantial
number of affiliated  stations,  have been in operation for the longest time and
provide the majority of their affiliates'  programming each day. Fox established
an affiliate  network in the mid-'80s and provides fewer hours of prime-time and
daytime  programming  than the  Traditional  Networks.  WB and UPN,  the  newest
television networks,  will soon increase their prime-time programming from three
to four nights and also provide a number of hours of children's programming each
week. Television stations affiliated with Fox, WB, or UPN have more hours of the
day to  program  and  consequently  have more  commercial  inventory  to sell to
advertisers.

     Each   Traditional   Network  provides  the  majority  of  its  affiliates'
programming  each day without  charge in exchange for a substantial  majority of
the  available  advertising  time in the  programs  supplied.  Each  Traditional
Network  sells this  advertising  time and retains the  revenue.  The  affiliate
receives  compensation from the Traditional Network and retains the revenue from
time sold during breaks in and between  network  programs and in programming the
affiliate produces or purchases from non-network sources.

     In contrast,  a station that is not affiliated  with a Traditional  Network
supplies  over-the-air  programming  by acquiring  rights to broadcast  programs
through syndication.  This syndicated  programming is generally acquired by such
stations for cash and barter.  Those  stations  that  acquire a program  through
syndication  are  usually  given  exclusive  rights to show the  program  in the
station's  market  for either a period of years or a number of  episodes  agreed
upon  between  the  station  and the  syndicator  of the  programming.  Types of
syndicated  programs aired on these  stations  include  feature  films,  popular
series  previously  shown on network  television and series  produced for direct
distribution to television stations.

     Fox has  established  a network of  television  stations that operates on a
basis similar to the  Traditional  Networks.  However,  the 15 hours per week of
prime-time  programming supplied by Fox to its affiliates are significantly less
than that of the Traditional  Networks and, as a result, Fox affiliates retain a
significantly  higher  portion of the available  inventory of broadcast time for
their own use than Traditional Network affiliates.  As of December 31, 1996, Fox
had 169 affiliated stations broadcasting to 95.0% of U.S. television households.

     During 1994, WB established  an  affiliation of independent  stations which
began  broadcasting  in January  1995 and  operates  on a basis  similar to Fox.
However, WB currently supplies only six hours of prime-time programming per week
to its affiliates (which will increase to eight hours per week in January 1998),
which is  significantly  less than that of Fox and, as a result,  WB  affiliates
retain a  significantly  higher portion of the available  inventory of broadcast
time for their own use than affiliates of Fox or the Traditional Networks. As of
December 31, 1996, WB had 96 affiliated  stations  broadcasting to 86.0% of U.S.
television households, including cable coverage provided by WGN-TV.

     During 1994, UPN  established  an  affiliation  of  independent  television
stations  that began  broadcasting  in January  1995.  The amount of  prime-time
programming  supplied by UPN to its affiliates in January 1997 was six hours per
week,  which will be  increased in the 1997 fall season to eight hours per week.
As of December 31, 1996, UPN had 91 affiliated stations broadcasting to 73.9% of
U.S. television households, excluding secondary affiliations.

     Television  stations  derive  their  revenues  primarily  from  the sale of
national,  regional  and local  advertising.  All  network-affiliated  stations,
including  those  affiliated  with Fox and  others,  are  required to carry spot
advertising  sold by their  networks.  This  reduces  the amount of  advertising
available  for  sale  directly  by  the  network-affiliated   stations.  Network
affiliates  generally are compensated for the broadcast of network  advertising.
The  compensation  paid  is  negotiated,  station-by-station,  based  on a fixed
formula,  subject  to certain  adjustments.  Stations  directly  sell all of the
remaining advertising to be

                                      S-22
inserted  in  network  programming  and all of the  advertising  in  non-network
programming,  retaining  all  of the  revenues  received  from  these  sales  of
advertising,  less any  commissions  paid.  Through barter and  cash-plus-barter
arrangements,  however,  a national  syndicated  program  distributor  typically
retains a portion of the available advertising time for programming it supplies,
in exchange for no or reduced fees to the station for such programming.

     Advertisers  wishing to reach a national  audience  usually  purchase  time
directly  from  the  Traditional  Networks,  the Fox  network,  UPN,  or WB,  or
advertise nationwide on an ad hoc basis.  National advertisers who wish to reach
a particular regional or local audience buy advertising time directly from local
stations through national advertising sales representative firms.  Additionally,
local  businesses  purchase  advertising  time directly from the stations' local
sales staff.  Advertising rates are based upon factors which include the size of
the DMA in which the station operates,  a program's popularity among the viewers
that an advertiser  wishes to attract,  the number of advertisers  competing for
the  available  time,  demographic  characteristics  of the  DMA  served  by the
station,  the  availability  of  alternative   advertising  media  in  the  DMA,
aggressive  and  knowledgeable  sales  forces and the  development  of projects,
features and marketing  programs that tie  advertiser  messages to  programming.
Because broadcast television stations rely on advertising revenues,  declines in
advertising budgets, particularly in recessionary periods, will adversely affect
the  broadcast  business.  Conversely,  increases  in  advertising  budgets  may
contribute to an increase in the revenue and operating cash flow of a particular
broadcast television station.

     Information  regarding  competition in the television broadcast industry is
set forth under "Business of Sinclair -- Competition."

RADIO BROADCASTING

     The  primary  source  of  revenues  for  radio  stations  is  the  sale  of
advertising  time to local and national spot  advertisers  and national  network
advertisers.  During the past decade,  local advertising revenue as a percentage
of  total  radio  advertising   revenue  in  a  given  market  has  ranged  from
approximately 79% to 82%. The growth in total radio advertising revenue tends to
be  fairly  stable  and has  generally  grown at a rate  faster  than the  Gross
Domestic Product ("GDP").  Total domestic radio  advertising  revenue reached an
all-time  record of $12.3 billion in 1996, as reported by the Radio  Advertising
Bureau (the "RAB").

     According to the RAB's Radio Marketing Guide and Fact Book for Advertisers,
1997, radio reaches  approximately 95% of all Americans over the age of 12 every
week.  More than one half of all radio  listening is done  outside the home,  in
contrast  to  other  advertising   media.  The  average  adult  listener  spends
approximately  three hours and 20 minutes per weekday  listening to radio.  Most
radio  listening  occurs  during the  morning,  particularly  between the time a
listener  wakes up and the time the listener  reaches work.  This "morning drive
time"  period  reaches  more  than 80% of  people  over the age of 12 and,  as a
result,  radio advertising sold during this period achieves premium  advertising
rates.  Radio  listeners  have  gradually  shifted  over the years from AM to FM
stations.  FM  reception,  as compared to AM, is generally  clearer and provides
greater total range and higher fidelity, except for so-called "clear channel" AM
radio  stations,  which have the maximum range of any type of station and can be
very  successful  in the  news/talk/sports  format.  In  comparison  to AM, FM's
listener  share is now in excess of 75%,  despite the fact that the number of AM
and FM commercial stations in the United States is approximately equal.

     Radio  is  considered  an  efficient,   cost-effective  means  of  reaching
specifically identified demographic groups. Stations are typically classified by
their on-air format, such as country, adult contemporary,  oldies and news/talk.
A  station's  format  and style of  presentation  enable  it to  target  certain
demographics.  By  capturing  a  specific  share of a market's  radio  listening
audience, with particular concentration in a targeted demographic,  a station is
able to market its broadcasting time to advertisers  seeking to reach a specific
audience.  Advertisers and stations utilize data published by audience measuring
services,  such as  Arbitron,  to  estimate  how many people  within  particular
geographical markets and demographics listen to specific stations.

     The number of  advertisements  that can be broadcast  without  jeopardizing
listening levels (and the resulting ratings) is limited in part by the format of
a particular station and the local competitive envi

                                      S-23
ronment.  Although the number of  advertisements  broadcast  during a given time
period may vary,  the total number of  advertisements  broadcast on a particular
station generally does not vary significantly from year to year.

     A  station's  local  sales staff  generates  the  majority of its local and
regional  advertising  sales through direct  solicitations of local  advertising
agencies and  businesses.  To generate  national  advertising  sales,  a station
usually will engage a firm that  specializes  in  soliciting  radio  advertising
sales on a national level.  National sales  representatives  obtain  advertising
principally from  advertising  agencies located outside the station's market and
receive commissions based on the revenue from the advertising obtained.

     Information  regarding  competition in the radio broadcast  industry is set
forth under "Business of Sinclair -- Competition."

                                      S-24
BUSINESS OF SINCLAIR

     The Company is a  diversified  broadcasting  company  that owns or provides
programming  services  to more  television  stations  than any other  commercial
broadcasting  group in the United States. The Company currently owns or provides
programming  services  pursuant  to  Local  Marketing  Agreements  (LMAs)  to 29
television  stations,  has pending  acquisitions of four  additional  television
stations,  and has pending  acquisitions of the rights to provide programming to
two additional  television stations.  The Company believes it is also one of the
top 20 radio groups in the United  States,  when measured by the total number of
radio  stations  owned,  programmed  or with which the  Company  has Joint Sales
Agreements  (JSAs).  The  Company  owns or provides  sales  services to 27 radio
stations,  has pending  acquisitions  of 24 radio  stations,  and has options to
acquire an additional seven radio stations.  The Company has entered  into an
agreement to sell or swap three of the radio stations it currently owns.

     The 29  television  stations the Company owns or programs  pursuant to LMAs
are located in 21 geographically diverse markets, with 23 of the stations in the
top 51 television DMAs in the United States.  The Company's  television  station
group is diverse in network affiliation,  with ten stations affiliated with Fox,
12 with UPN, three with WB, two with ABC and one with CBS. One station  operates
as an  independent.  The Company has recently  entered into an agreement with WB
pursuant to which seven of its stations  would switch  affiliations  to, and one
independent  station  would  become  affiliated  with,  WB.  See "--  Television
Broadcasting -- Programming and Affiliations," below.

     The Company's  radio station  group is also  geographically  diverse with a
variety of  programming  formats  including  country,  urban,  news/talk/sports,
album/progressive  rock  and  adult  contemporary.  Of  the 27  stations  owned,
programmed  or with which the Company has a JSA, 12 broadcast on the AM band and
15 on the FM band.  The  Company  owns,  programs  or has a JSA with from two to
eight stations in all but one of the eight radio markets it serves.

     The Company has undergone rapid and  significant  growth over the course of
the last six years. Since 1991, the Company has increased the number of stations
it owns or provides services to from three television  stations to 29 television
stations and 27 radio  stations.  From 1991 to 1996, net broadcast  revenues and
Adjusted  EBITDA  increased  from $39.7 million to $346.5 million and from $15.5
million to $180.3 million, respectively. Pro forma for the 1996 Acquisitions and
the Heritage Acquisition,  1996 net broadcast revenues and Adjusted EBITDA would
have been $532.4 million and $246.3 million, respectively.

                                      S-25
TELEVISION BROADCASTING

   The Company  owns and  operates,  provides  programming  services  to, or has
agreed to acquire the following television stations:
NUMBER OF
                                                                                      COMMERCIAL               EXPIRATION
                            MARKET                                                    STATIONS IN   STATION      DATE OF
          MARKET            RANK(A)  STATIONS    STATUS(B)   CHANNEL   AFFILIATION   THE MARKET(C)  RANK(D)    FCC LICENSE
-------------------------  -------- ---------- ------------ --------- ------------- -------------- --------- --------------
Pittsburgh,
Pennsylvania.............   19      WPGH       O&O          53        FOX           6               4          8/1/99
                                    WPTT       LMA          22        UPN                           5          8/1/99
Sacramento, California ..   20      KOVR       O&O          13        CBS           8               3          2/1/99
St. Louis, Missouri......   21      KDNL       O&O          30        ABC           7               5          2/1/98
Baltimore, Maryland......   23      WBFF       O&O          45        FOX           5               4         10/1/04
                                    WNUV       LMA          54        UPN                           5         10/1/04
Indianapolis, Indiana ...   25      WTTV       LMA(e)        4        UPN           8               4          8/1/97 (f)
                                    WTTK       LMA(e)(g)    29        UPN                           4          8/1/97 (f)
Raleigh-Durham,
North Carolina              29      WLFL       O&O          22        FOX           5               3         12/1/04
                                    WRDC       LMA          28        UPN                           5         12/1/04
Cincinnati, Ohio.........   30      WSTR       O&O          64        UPN           5               5         10/1/97 (f)
Milwaukee, Wisconsin ....   31      WCGV       O&O          24        UPN           6               4         12/1/97 (f)
                                    WVTV       LMA          18        WB                            5         12/1/97 (f)
Kansas City, Missouri ...   32      KSMO       O&O          62        UPN           5               5          2/1/98
Columbus, Ohio...........   34      WTTE       O&O          28        FOX           5               4         10/1/97 (f)
Asheville, North
Carolina and Greenville/
Spartanburg/Anderson,
South Carolina...........   35      WFBC       LMA          40        IND(h)        6               5         12/1/04
                                    WLOS       O&O          13        ABC           6               3         12/0/04
San Antonio, Texas.......   38      KABB       O&O          29        FOX           7               4          8/1/98
                                    KRRT       LMA          35        UPN                           6          8/1/98
Norfolk, Virginia........   40      WTVZ       O&O          33        FOX           6               4         10/1/04
Oklahoma City,
Oklahoma.................   43      KOCB       O&O          34        UPN           7               5          6/1/98
Birmingham, Alabama......   51      WTTO       O&O          21        WB            5               4          4/1/05
                                    WABM       LMA          68        UPN                           5          4/1/05
Charleston and
Huntington, West
Virginia.................   56      WCHS       Pending       8        ABC           4               3        10/10/00
Mobile, Alabama and
Pensacola, Florida.......   61      WEAR       Pending       3        ABC           6               2          2/1/02
                                    WFGX       Pending(i)   35        WB                            6          4/1/02
Flint/Saginaw/Bay City,
Michigan.................   62      WSMH       O&O          66        FOX           5               4         10/1/97 (f)
Las Vegas, Nevada........   64      KUPN       O&O          21        UPN           8               5         10/1/98
Lexington, Kentucky......   68      WDKY       O&O          56        FOX           5               4          8/1/05
Des Moines, Iowa.........   71      KDSM       O&O          17        FOX           4               4          2/1/98
Burlington, Vermont and
Plattsburgh, New York ...   91      WPTZ       Pending       5        NBC           4               2          1/1/99
                                    WNNE       Pending(j)   31        NBC                           3          4/1/99
                                    WFFF       Pending(i)   44        FOX                          (k)         4/1/99
Peoria/Bloomington,
Illinois.................  110      WYZZ       O&O          43        FOX           4               4         12/1/97 (f)
Tuscaloosa, Alabama......  185      WDBB       LMA(l)       17        WB            2               2          4/1/05
(footnotes on following page)

                              S-26
(a) Rankings  are based on the  relative  size of a station's  DMA among the 211
    generally recognized DMAs in the United States as estimated by Nielsen.

(b) "O&O" refers to stations owned and operated by the Company,  "LMA" refers to
    stations to which the Company provides  programming  services pursuant to an
    LMA and "Pending" refers to stations the Company has agreed to acquire.  See
    "-- 1997 Acquisitions."

(c) Represents  the  number of  television  stations  designated  by  Nielsen as
    "local" to the DMA, excluding public television  stations and stations which
    do not meet the  minimum  Nielsen  reporting  standards  (weekly  cumulative
    audience of at least 2.5%) for the  Sunday-Saturday,  6:00 a.m. to 2:00 a.m.
    time period.

(d) The rank of each  station  in its  market is based  upon the  November  1996
    Nielsen  estimates of the percentage of persons tuned to each station in the
    market from 6:00 a.m. to 2:00 a.m., Sunday-Saturday.

(e) Non-License  Assets  acquired  from River City  Broadcasting,  L.P.  ("River
    City") and option  exercised to acquire License Assets will become owned and
    operated  upon FCC  approval of  transfer  of License  Assets and closing of
    acquisition of License Assets.

(f) License renewal application pending.

(g) WTTK  currently  simulcasts  all of the  programming  aired  on WTTV and the
    station rank applies to the combined viewership of these stations.

(h) "IND" or  "Independent"  refers to a station that is not affiliated with any
    of ABC, CBS, NBC, Fox, WB or UPN.

(i) The  Company  will  provide  programming   services  to  this  station  upon
    completion of the Heritage Acquisition.

(j) WNNE currently simulcasts the programming broadcast on WPTZ.

(k) This  station  began  broadcast  operations  in August  1997 and has not yet
    established a rank.

(l) WDBB simulcasts the programming broadcast on WTTO.

Operating Strategy

     The  Company's  television  operating  strategy  includes the following key
elements:

Attracting Viewership

     The  Company  seeks to attract  viewership  and expand its  audience  share
through selective, high-quality programming.

     Popular  Programming.  The Company  believes  that an  important  factor in
attracting  viewership to its stations is their network  affiliations  with Fox,
WB, ABC, CBS and UPN. These  affiliations  enable the Company to attract viewers
by  virtue of the  quality  first-run  original  programming  provided  by these
networks and the networks' promotion of such programming. The Company also seeks
to  obtain,  at  attractive  prices,  popular  syndicated  programming  that  is
complementary  to  the  station's  network  affiliation.   Examples  of  popular
syndicated  programming obtained by the Company for broadcast on its Fox, WB and
UPN affiliates and  Independent  stations are "Mad About You,"  "Frasier,"  "The
Simpsons,"   "Home   Improvement"   and   "Seinfeld."  In  addition  to  network
programming,  the Company's ABC and CBS affiliates broadcast news magazine, talk
show, and game show  programming such as "Hard Copy,"  "Entertainment  Tonight,"
"Regis and Kathie Lee," "Wheel of Fortune" and "Jeopardy."

     Children's  Programming.  The  Company  seeks to be a leader in  children's
programming in each of its respective DMAs. The Company's nationally  recognized
"Kids  Club" was the  forerunner  and model for the Fox  network-wide  marketing
efforts promoting  children's  programming.  Sinclair carries the Fox Children's
Network ("FCN") and WB's and UPN's children's programming,  all of which include
significant  amounts  of  animated  programming  throughout  the week.  In those
markets  where the Company owns or programs ABC or CBS  affiliates,  the Company
broadcasts those networks' animated programming during weekends.  In addition to
this  animated  programming,  the Company  broadcasts  other forms of children's
programming, which may be produced by the Company or by an affiliated network.

     Counter-Programming. The Company's programming strategy on its Fox, WB, UPN
and Independent stations also includes  "counter-programming," which consists of
broadcasting programs that are alternatives to the types of programs being shown
concurrently  on  competing  stations.  This  strategy  is  designed  to attract
additional audience share in demographic groups not served by concurrent program

                                      S-27
ming on competing  stations.  The Company believes that  implementation  of this
strategy enables its stations to achieve  competitive  rankings in households in
the 18-49 and 25-54  demographics and to offer greater  diversity of programming
in each of its DMAs.

     Local News. The Company  believes that the production and  broadcasting  of
local news can be an important link to the community and an aid to the station's
efforts to expand its  viewership.  In  addition,  local  news  programming  can
provide access to advertising  sources targeted  specifically to local news. The
Company carefully assesses the anticipated benefits and costs of producing local
news prior to introduction at a Company station because a significant investment
in capital equipment is required and substantial operating expenses are incurred
in  introducing,  developing and producing local news  programming.  The Company
currently provides local news programming at WBFF and WNUV in Baltimore, WLFL in
Raleigh/Durham, KDNL in St. Louis, KABB in San Antonio, KOVR in Sacramento, WPGH
in Pittsburgh and WLOS in Asheville.  The Company also  broadcasts news programs
on WDKY in  Lexington,  which are  produced  in part by the  Company and in part
through the purchase of production  services from an independent third party and
on WTTV in  Indianapolis,  which are produced by a third party in exchange for a
limited  number of  advertising  spots.  River City  provides  the Company  news
production  services with respect to the production of news  programming  and on
air  talent on WTTE.  Pursuant  to an  agreement,  River City  provides  certain
services to the Company in return for a fee equal to approximately  $416,000 per
year. The possible  introduction of local news at the other Company  stations is
reviewed  periodically.   The  Company's  policy  is  to  institute  local  news
programming  at a specific  station only if the expected  benefits of local news
programming at the station are believed to exceed the associated  costs after an
appropriate start-up period.

     Popular  Sporting  Events.  The  Company  attempts  to capture a portion of
advertising  dollars  designated to sports  programming  in selected  DMAs.  The
Company's WB and UPN affiliated and  independent  stations  generally face fewer
restrictions  on   broadcasting   live  local  sporting  events  than  do  their
competitors  that are affiliates of the major networks and Fox since  affiliates
of the major networks and Fox are subject to prohibitions against preemptions of
network  programming.  The Company has been able to acquire the local television
broadcast rights for certain sporting  events,  including NBA basketball,  Major
League Baseball, NFL football, NHL hockey, ACC basketball,  Big Ten football and
basketball,   and  SEC  football.   The  Company  seeks  to  expand  its  sports
broadcasting  in  DMAs as  profitable  opportunities  arise.  In  addition,  the
Company's  stations that are affiliated with Fox, ABC and CBS broadcast  certain
Major League Baseball games,  NFL football games and NHL hockey games as well as
other popular sporting events.

Innovative Local Sales and Marketing

     The  Company  believes  that it is able to attract new  advertisers  to its
stations and increase its share of existing  customers'  advertising  budgets by
creating a sense of partnership  with those  advertisers.  The Company  develops
such relationships by training its sales forces to offer new marketing ideas and
campaigns to  advertisers.  These  campaigns  often involve the  sponsorship  by
advertisers of local  promotional  events that capitalize on the station's local
identity  and  programming  franchises.  For example,  several of the  Company's
stations  stage local "Kids Fairs" which allow station  advertisers to reinforce
their on-air  advertising with their target  audience.  Through its strong local
sales and marketing  focus,  the Company seeks to capture an increasing share of
its revenues from local  sources,  which are generally more stable than national
advertising.

Control of Operating and Programming Costs

     By employing a disciplined approach to managing programming acquisition and
other  costs,  the Company has been able to achieve  operating  margins that the
Company believes are among the highest in the television broadcast industry. The
Company has sought and will continue to seek to acquire quality  programming for
prices  at or  below  prices  paid in the  past.  As an  owner  or  provider  of
programming  services to 29 stations in 21 DMAs  reaching  approximately  15% of
U.S. television households (without giving effect to the Heritage  Acquisition),
the  Company  believes  that it is able to  negotiate  favorable  terms  for the
acquisition of programming.  Moreover, the Company emphasizes control of each of
its stations'  programming and operating costs through  program-specific  profit
analysis,  detailed  budgeting,  tight control over staffing levels and detailed
long-term planning models.

                                      S-28
Attract and Retain High Quality Management

     The  Company  believes  that much of its  success is due to its  ability to
attract and retain highly skilled and motivated managers,  both at the corporate
and local  station  levels.  A portion of the  compensation  provided to general
managers,  sales managers and other station managers is based on their achieving
certain operating  results.  The Company also provides its corporate and station
managers with deferred  compensation  plans offering  options to acquire Class A
Common Stock.

Community Involvement

     Each of the Company's  stations actively  participates in various community
activities and offers many community services.  The Company's activities include
broadcasting  programming  of local  interest and  sponsorship  of community and
charitable  events.  The Company also encourages its station employees to become
active members of their communities and to promote  involvement in community and
charitable  affairs.  The Company believes that active community  involvement by
its stations  provides its stations with increased  exposure in their respective
DMAs and ultimately increases viewership and advertising support.

Establish Lmas

     The Company  believes  that it can attain  significant  growth in operating
cash flow through the utilization of LMAs. By expanding its presence in a market
in which it owns a station,  the Company can  improve its  competitive  position
with respect to a  demographic  sector.  In addition,  by providing  programming
services to an  additional  station in a market,  the Company is able to realize
significant economies of scale in marketing,  programming,  overhead and capital
expenditures. The Company provides programming services pursuant to an LMA to an
additional  station in seven of the 21  television  markets in which the Company
owns or programs a station.

Programming and Affiliations

     The Company  continually  reviews its existing  programming  inventory  and
seeks to purchase the most  profitable and  cost-effective  syndicated  programs
available  for each time period.  In  developing  its  selection  of  syndicated
programming, the Company balances the cost of available syndicated programs with
their  potential to increase  advertising  revenue and the risk of their reduced
popularity  during  the  term of the  program  contract.  The  Company  seeks to
purchase only those programs with  contractual  periods that permit  programming
flexibility and which complement a station's  overall  programming  strategy and
counter-programming  strategy.  Programs that can perform  successfully  in more
than  one  time  period  are  more  attractive  due to the  long  lead  time and
multi-year commitments inherent in program purchasing.

     Twenty-eight  of the 29 television  stations owned or provided  programming
services by the Company  currently  operate as affiliates of Fox (ten stations),
UPN (twelve  stations),  ABC (two  stations),  WB (three  stations)  or CBS (one
station).  The networks produce and distribute  programming in exchange for each
station's  commitment  to  air  the  programming  at  specified  times  and  for
commercial announcement time during the programming. In addition, networks other
than Fox and UPN pay each  affiliated  station a fee for each  network-sponsored
program broadcast by the stations.

     On August 21, 1996,  the Company  entered  into an agreement  with Fox (the
"Fox  Agreement")  which,  among other  things,  provides  that the  affiliation
agreements between Fox and eight stations owned or provided programming services
by the Company  (except as noted below)  would be amended to have new  five-year
terms commencing on the date of the Fox Agreement.  Fox has the option to extend
the affiliation agreements for additional five-year terms and must extend all of
the  affiliation  agreements if it extends any (except that Fox may  selectively
renew  affiliation  agreements  if any  station  has  breached  its  affiliation
agreement). The Fox Agreement also provides that the Company will have the right
to  purchase,  for fair  market  value,  any  station  Fox  acquires in a market
currently  served by a Company-owned  Fox affiliate  (other than the Norfolk and
Raleigh-Durham markets) if Fox determines to terminate the affiliation agreement
with the  Company's  station in that market and operate the station  acquired by
Fox as a Fox  affiliate.  The  Fox  Agreement  confirmed  that  the  affiliation
agreements for WTVZ-TV (Norfolk, Virginia) and WLFL-TV

                                      S-29
(Raleigh, North Carolina) will terminate August 31, 1998. The Fox Agreement also
includes  provisions  limiting  the  ability  of  the  Company  to  preempt  Fox
programming  except  where it has  existing  programming  conflicts or where the
Company preempts to serve a public purpose.

     The  Company's  affiliation  agreements  with  ABC for KDNL and WLOS in St.
Louis and  Asheville,  respectively,  have ten-year  terms  expiring in 2005 and
2004,  respectively.  Each of the Company's  current UPN affiliation  agreements
expires in January 1998 unless renewed by the Company.

     On July 4, 1997, the Company entered into an agreement with WB, pursuant to
which the Company agreed that certain  stations  currently  affiliated  with UPN
would  terminate  their  affiliations  with  UPN  at  the  end  of  the  current
affiliation  term in January 1998, and would enter into  affiliation  agreements
with WB  effective  as of that  date.  The  Company  has  advised  UPN  that the
following  stations owned or provided  programming  services by the Company will
not renew their  affiliation  agreements  with UPN when the  current  agreements
expire  on  January  15,  1998:  WPTT-TV,  Pittsburgh,   Pennsylvania,  WNUV-TV,
Baltimore, Maryland. WSTR-TV, Cincinnati, Ohio, KRRT-TV, San Antonio, Texas, and
KOCB-TV,  Oklahoma  City,  Oklahoma.  These  stations  will enter into  ten-year
affiliation agreements with WB beginning on January 16, 1998. Pursuant to the WB
Agreement, the WB affiliation agreements of WVTV-TV,  Milwaukee,  Wisconsin, and
WTTO-TV,  Birmingham,  Alabama  (whose  programming  is  simulcasted on WDBB-TV,
Tuscaloosa,  Alabama),  have been  extended to January 16,  2008.  In  addition,
WFBC-TV in Greenville, South Carolina will become affiliated with WB on November
1, 1999 when WB's  current  affiliation  with  another  station  in that  market
expires.  WTVZ-TV,  Norfolk, Virginia and WLFL-TV, Raleigh, North Carolina, will
become  affiliated with WB when their  affiliations  with Fox expire.  These Fox
affiliations are scheduled to expire on August 31, 1998.

     Under the terms of the WB  Agreement,  WB has agreed to pay the Company $64
million in aggregate amount in monthly installments during the first eight years
commencing on January 16, 1998 in  consideration  for entering into  affiliation
agreements  with WB. In addition,  WB will be obligated to pay an additional $10
million  aggregate  amount in monthly  installments in each of the following two
years  provided  that  WB is in  the  business  of  supplying  programming  as a
television network during each of those years.

     In August 1997,  UPN filed an action in Los Angeles  Superior Court against
the Company,  seeking  declaratory  relief and specific  performance  or, in the
alternative,  unspecified  damages and alleging that neither the Company nor its
affiliates  provided  proper notice of their intention not to extend the current
UPN affiliations  beyond January 15, 1998.  Certain  subsidiaries of the Company
have filed an action in the Circuit Court for Baltimore City seeking declaratory
relief that their notice was effective to terminate the  affiliations on January
15, 1998.

     Each of the  affiliation  agreements  relating to stations  involved in the
River City  Acquisition  (other  than River  City's Fox and ABC  affiliates)  is
terminable  by the network upon  transfer of the License  Assets of the station.
Since transfer of the License  Assets,  no such  affiliation  agreement has been
terminated.

                                      S-30
Radio Broadcasting

     The  following  table sets forth  certain  information  regarding the radio
stations (i) owned and operated by the Company,  (ii) programmed by the Company,
(iii) with which the  Company has a JSA, or (iv) which the Company has an option
or has agreed to acquire:
RANKING OF                                            STATION RANK    EXPIRATION
       GEOGRAPHIC          STATION'S           STATION              PRIMARY      IN PRIMARY      DATE OF
         MARKET            MARKET BY         PROGRAMMING          DEMOGRAPHIC    DEMOGRAPHIC       FCC
       SERVED(A)          REVENUE(B)            FORMAT             TARGET(C)      TARGET(D)      LICENSE
-----------------------  ------------ ------------------------- -------------- -------------- -------------
Los Angeles, California   1
 KBLA-AM(e)                           Korean                    N/A(e)         N/A(e)         12/1/97(f)
St. Louis, Missouri      18
 KPNT-FM                              Alternative Rock          Adults 18-34     2             2/1/05
 WVRV-FM                              Modern Adult
                                      Contemporary              Adults 18-34     3            12/1/04
 WRTH-AM(g)                           Adult Standards           Adults 25-54    20             2/2/04
 WIL-FM(g)                            Country                   Adults 25-54     7             2/2/04
 KIHT-FM(g)                           70s Rock                  Adults 25-54    11             2/1/05
Portland, Oregon         22
 KKSN-AM(g)                           Adult Standards           Adults 25-54    28             2/1/98
 KKSN-FM(g                            60s Oldies                Adults 25-54     5             2/1/98
 KKRH-FM(g)                           70s Rock                  Adults 25-54     7             2/1/98
Kansas City, Missouri    29
 KCAZ-AM(g)(h)                        Children's                N/A(h)         N/A(h)
 KCFX-FM(g)                           70s Rock                  Adults 25-54     1             6/1/97
 KQRC-FM(g)                           Active Rock               Adults 18-34     2             6/1/97
 KCIY-FM(g)                           Smooth Jazz               Adults 25-54    11             4/2/01
 KXTR-FM(g)                           Classical                 Adults 25-54    18             4/2/01
Milwaukee, Wisconsin     32
 WEMP-AM(g)                           60s Oldies                Adults 25-54    26            12/1/00
 WMYX-FM(g)                           Adult Contemporary        Adults 25-54     6            12/1/00
 WAMG-FM(g)                           Rhythmic                  Adults 25-54    15            12/1/03
Nashville, Tennessee     34
 WLAC-FM                              Adult Contemporary        Women  25-54     5             8/1/04
 WJZC-FM                              Smooth Jazz               Women  25-54     9             8/1/04
 WLAC-AM                              News/Talk/Sports          Adults 35-64     9             8/1/04
New Orleans, Louisiana   38
 WLMG-FM                              Adult Contemporary        Women  25-54     4             6/1/04
 KMEZ-FM                              Urban Oldies              Women  25-54     6             6/1/04
 WWL-AM                               News/Talk/Sports          Adults 35-64     1             6/1/04
 WSMB-AM                              Talk/Sports               Adults 35-64    17             6/1/04
 WBYU-AM(g)                           Adult Standards           Adults 25-54    19             6/1/98
 WEZB-FM(g)                           Adult Contemporary        Adults 25-54    10             6/1/05
 WRNO-FM(g)                           70s Rock                  Adults 25-54     8             6/1/01
Memphis, Tennessee       40
 WRVR-FM                              Soft Adult Contemporary   Women  25-54     2             8/1/04
 WJCE-AM                              Urban Oldies              Women  25-54    13             8/1/04
 WOGY-FM                              Country                   Adults 25-54     7             8/1/04
Norfolk, Virginia        41
 WGH-AM(g)                            Sports Talk               Adults 25-54    18            12/1/01
 WGH-FM(g)                            Country                   Adults 25-54     3            12/1/01
 WVCL-FM(g)                           60s Oldies                Adults 25-54    10            12/1/01
Buffalo, New York        42
 WMJQ-FM                              Adult Contemporary        Women  25-54     2             6/1/98
 WKSE-FM                              Contemporary Hit Radio    Women  18-49     1             6/1/98
 WBEN-AM                              News/Talk/Sports          Adults 35-64     6             6/1/98
 WWKB-AM                              Country                   Adults 35-64    18             6/1/98
 WGR-AM                               Sports                    Adults 25-54     9             6/1/98
 WWWS-AM                              Urban Oldies              Women  25-54    11             6/1/98
(continued on following page)

                                      S-31
RANKING OF                                            STATION RANK    EXPIRATION
       GEOGRAPHIC          STATION'S           STATION              PRIMARY      IN PRIMARY      DATE OF
         MARKET            MARKET BY         PROGRAMMING          DEMOGRAPHIC    DEMOGRAPHIC       FCC
       SERVED(A)          REVENUE(B)            FORMAT             TARGET(C)      TARGET(D)      LICENSE
-----------------------  ------------ ------------------------- -------------- -------------- -------------
Rochester, New York      53
 WBBF-AM(g)                           Adult Standards           Adults 25-54   23              6/1/98
 WBEE-FM(g)                           Country                   Adults 25-54    1              6/1/98
 WKLX-FM(g)                           60s Oldies                Adults 25-54    7              6/1/98
 WQRV-FM(g)                           Classic Hits              Adults 25-54    9              6/1/98
Asheville/Greenville/
 Spartanburg, South
 Carolina                60
 WFBC-FM(i)                           Contemporary Hit Radio    Women  18-49    4             12/1/03
 WORD-AM(i)                           News/Talk                 Adults 35-64    9             12/1/03
 WYRD-AM(i)                           News/Talk                 Adults 35-64   10             12/1/03
 WSPA-AM(i)                           Full Service/Talk         Adults 35-64   15             12/1/03
 WSPA-FM(i)                           Soft Adult Contemporary   Women  25-54    4             12/1/03
 WOLI-FM(i)                           Oldies                    Adults 25-54    9             12/1/03
 WOLT-FM(i)                           Oldies                    Adults 25-54   11             12/1/03
Wilkes-Barre/Scranton,
 Pennsylvania            68
 WKRZ-FM(j)                           Contemporary Hit Radio    Adults 18-49    1              8/1/98
 WGGY-FM                              Country                   Adults 25-54    2              8/1/98
 WILK-AM(k)                           News/Talk/Sports          Adults 35-64    8              8/1/98
 WGBI-AM(k)                           News/Talk/Sports          Adults 35-64   20              8/1/98
 WWSH-FM(l)(m)                        Soft Hits                 Women  25-54    7              8/1/98
 WILP-AM(k)                           News/Talk/Sports          Adults 35-64   19              8/1/98
 WWFH-FM(m)                           Soft Hits                 Women  25-54   10              8/1/98
 WKRF-FM(j)                           Contemporary Hit Radio    Adults 18-49   17              8/1/98
----------
(a) Actual city of license may differ from the geographic market served.

(b) Ranking of the  principal  radio market served by the station among all U.S.
    radio markets by 1996 aggregate gross radio broadcast  revenue  according to
    Duncan's Radio Market Guide -- 1997 Edition.

(c) Due to variations  that may exist within  programming  formats,  the primary
    demographic  target of  stations  with the same  programming  format  may be
    different.

(d) All information  concerning  ratings and audience  listening  information is
    derived from the Spring 1997 Arbitron Metro Area Ratings Survey (the "Spring
    1997  Arbitron").  Arbitron is the generally  accepted  industry  source for
    statistical  information  concerning audience ratings.  Due to the nature of
    listener  surveys,   other  radio  ratings  services  may  report  different
    rankings;  however,  the  Company  does not believe  that any radio  ratings
    service  other than  Arbitron  is accorded  significant  weight in the radio
    broadcast  industry.  "Station  Rank in Primary  Demographic  Target" is the
    ranking of the  station  among all radio  stations  in its  market  that are
    ranked in its target demographic group and is based on the station's average
    persons  share in the primary  demographic  target in the  applicable  Metro
    Survey Area. Source: Average Quarter Hour Estimates,  Monday through Sunday,
    6:00 a.m. to midnight, Spring 1997 Arbitron.

(e) Programming is provided to this station by a third party pursuant to an LMA.

(f) License renewal application pending.

(g) The  Company  has the right to  acquire  the  assets of this  station in the
    Heritage Acquisition.

(h) This station is being  programmed  by a third party  pursuant to an LMA. The
    third party has an option to acquire this station for $550,000 which expires
    on September 30, 1997.

(i) The  Company  has an option to acquire  Keymarket  of South  Carolina,  Inc.
    ("Keymarket"  or "KSC").  Keymarket owns and operates  WYRD-AM,  WORD-AM and
    WFBC-FM,  and has exercised its option to acquire  WSPA-AM and WSPA-FM,  and
    provides  sales  services  pursuant  to a JSA and has an option  to  acquire
    WOLI-FM and WOLT-FM.

(j) WKRZ-FM and WKRF-FM simulcast their programming.

(k) WILK-AM, WGBI-AM and WILP-AM simulcast their programming.

(l) The Company has agreed to acquire this station and has obtained FCC approval
    to acquire the related  licenses.  The Company is currently  providing sales
    services to this station pursuant to a JSA.

(m) WWSH-FM and WWFH-FM simulcast their programming.

                                      S-32
Radio Operating Strategy

     The Company's  radio  strategy is to operate a cluster of radio stations in
selected  geographic markets throughout the country.  In each geographic market,
the  Company  employs  broadly  diversified  programming  formats to appeal to a
variety of demographic groups within the market. The Company seeks to strengthen
the identity of each of its stations  through its  programming  and  promotional
efforts,  and emphasizes that identity to a far greater degree than the identity
of any local radio personality.

     The Company believes that its strategy of appealing to diverse  demographic
groups in selected  geographic  markets allows it to reach a larger share of the
overall  advertising  market  while  realizing  economies  of scale and avoiding
dependence  on one  demographic  or  geographic  market.  The  Company  realizes
economies  of scale  by  combining  sales  and  marketing  forces,  back  office
operations and general  management in each geographic  market. At the same time,
the  geographic  diversity of its portfolio of radio  stations  helps lessen the
potential impact of economic  downturns in specific markets and the diversity of
target  audiences  served  helps  lessen  the  impact of  changes  in  listening
preferences.  In addition,  the geographic and demographic  diversity allows the
Company to avoid dependence on any one or any small group of advertisers.

     The  Company's  group of radio  stations  includes the top billing  station
group in two markets and one of the top three billing  station groups in each of
its markets other than Los Angeles,  St. Louis and Nashville.  Through ownership
or LMAs, the group also includes duopolies in six of its seven markets and, upon
exercise of options to acquire stations in the  Asheville/Greenville/Spartanburg
market, the Company will have duopolies in seven of its eight markets.

     Depending on the programming  format of a particular  station,  there are a
predetermined  number  of  advertisements   broadcast  each  hour.  The  Company
determines the optimum number of  advertisements  available for sale during each
hour without jeopardizing listening levels (and the resulting ratings). Although
there may be shifts from time to time in the number of advertisements  available
for sale during a particular  time of day,  the total  number of  advertisements
available for sale on a particular station normally does not vary significantly.
Any  change in net  radio  broadcasting  revenue,  with the  exception  of those
instances  where  stations  are  acquired or sold,  is  generally  the result of
pricing adjustments made to ensure that the station effectively uses advertising
time  available  for sale,  an increase in the number of  commercials  sold or a
combination of these two factors.

     Large,  well-trained  local sales forces are  maintained  by the Company in
each of its radio markets.  The Company's principal goal is to utilize its sales
efforts to develop long-standing  customer relationships through frequent direct
contacts,  which the Company believes provides it with a competitive  advantage.
Additionally,  in some radio  markets,  duopolies  permit  the  Company to offer
creative advertising packages to local, regional and national advertisers.  Each
radio  station  programmed  by the Company also  engages a national  independent
sales  representative to assist it in obtaining national  advertising  revenues.
These  representatives  obtain advertising through national advertising agencies
and receive a commission  from the radio station based on its gross revenue from
the advertising obtained.

BROADCASTING ACQUISITION STRATEGY

     On February 8, 1996,  the  Telecommunications  Act of 1996 (the "1996 Act")
was signed into law. The 1996 Act represents  the most sweeping  overhaul of the
country's  telecommunications  laws  since the  Communications  Act of 1934,  as
amended (the "Communications Act"). The 1996 Act relaxes the broadcast ownership
rules and simplifies the process for renewal of broadcast station licenses.

     The Company  believes  that the enactment of the 1996 Act presents a unique
opportunity  to  build a  larger  and  more  diversified  broadcasting  company.
Additionally,  the Company  expects  that the  opportunity  to act as one of the
consolidators  of the  industry  will  enable  the  Company  to gain  additional
influence  with program  suppliers,  television  networks,  other  vendors,  and
alternative  delivery media. The additions to the Company's management team as a
result of the River City Acquisition have given it additional  resources to take
advantage of these developments.

                                      S-33
In implementing its acquisition strategy, the Company seeks to identify and
pursue favorable  station or group  acquisition  opportunities  primarily in the
15th to 75th  largest  DMAs and  Metro  Service  Areas  ("MSAs").  In  assessing
potential  acquisitions,  the Company examines  opportunities to improve revenue
share, audience share and/or cost control.  Additional factors considered by the
Company in a potential  acquisition  include  geographic  location,  demographic
characteristics  and  competitive  dynamics  of the  market.  The  Company  also
considers the opportunity for  cross-ownership  of television and radio stations
and the opportunity it may provide for cross-promotion and cross-selling.

     In  conjunction  with its  acquisitions,  the  Company may  determine  that
certain  of the  acquired  stations  may not be  consistent  with the  Company's
strategic plan. In such an event, the Company reviews opportunities for swapping
such  stations  with third  parties for other  stations or selling such stations
outright. The Heritage Acquisition may provide such opportunities.

     Since the 1996 Act became  effective,  the Company has  acquired,  obtained
options  to  acquire or has  acquired  the right to  program  or  provide  sales
services to 18 television and 34 radio  stations for an aggregate  consideration
of approximately $1.3 billion. Certain terms of these acquisitions are described
below.

     River  City  Acquisition.  On May 31,  1996,  pursuant  to an  amended  and
restated asset purchase  agreement,  the Company acquired all of the Non-License
Assets of River  City other than the  assets  relating  to WSYX-TV in  Columbus,
Ohio.  Simultaneously,  the Company  entered  into a 10-year LMA with River City
with respect to all of River City's  License  Assets (with the  exception of the
License Assets relating to WSYX-TV).  The Company has since exercised options to
acquire all of River City's License Assets other than License Assets relating to
WTTV-TV and WTTK-TV in  Indianapolis,  Indiana,  WSYX-TV in  Columbus,  Ohio and
WFBC-TV in Greenville, South Carolina. Glencairn has acquired the License Assets
of WFBC-TV, and the Company provides programming services to WFBC-TV pursuant to
an LMA.  The  Company  has a 10-year  option (the  "License  Assets  Option") to
acquire  River City's  License  Assets  relating to WTTV-TV and  WTTK-TV,  and a
three-year  option to acquire the assets  relating to WSYX-TV  (both the License
and Non-License Assets,  collectively the "Columbus Option"). The exercise price
for the License  Assets  Option for WTTV-TV and WTTK-TV is $1.9  million and the
Company is required to pay a quarterly extension fee with respect to the License
Assets Option of 15% of the option exercise price through May 3, 1998 and 25% of
the option exercise price thereafter. Acquisition of the License Assets relating
to WTTV-TV  and  WTTK-TV is now  subject to FCC  approval  of  transfer  of such
License  Assets.  There can be no assurance that this approval will be obtained.
An application  for transfer of the License Assets was filed in November 1996. A
petition was filed to deny this application and, at the Company's  request,  the
FCC has withheld  action on this  application.  The  petitioner has appealed the
withholding of action on the application.

     At the time of the River City  Acquisition,  the Company also acquired from
another  party the  Non-License  Assets  relating to one  additional  television
station (KRRT-TV in Kerrville,  Texas) to which River City provided  programming
pursuant to an LMA. Glencairn has acquired the License Assets of KRRT-TV and the
Company provides programming services to KRRT-TV pursuant to an LMA. The Company
has also  acquired or has agreed to acquire  four radio  stations to which River
City provided programming or sales services.

     On July 17, 1997, the Company and Glencairn  acquired the License Assets of
WLOS-TV and  WFBC-TV,  respectively.  An  application  for review has been filed
which appeals the FCC's grants of the Company's  application to acquire  WLOS-TV
in the  Asheville/Greenville/Spartanburg  market and Glencairn's  application to
acquire WFBC-TV in that market.

     The  Company  paid an  aggregate  of  approximately  $1.0  billion  for the
Non-License  Assets and the  options to acquire  License  Assets  consisting  of
$847.6 million in cash and 1,150,000  shares of Series A Preferred  Stock of the
Company and options to acquire  1,382,435  shares of Class A Common  Stock at an
exercise  price of $30.11.  The Series A Preferred  Stock has been exchanged for
1,150,000  shares of Series B Preferred Stock of the Company,  which at issuance
had an aggregate  liquidation  value of $115 million and are  convertible at any
time,  at the option of the holders,  into an  aggregate of 4,181,818  shares of
Class A Common Stock of the Company (which had a market value on May 31, 1996 of
approximately  $125.1  million).  The exercise price for the Columbus  Option is
approximately  $130 million plus the amount of indebtedness  secured by the WSYX
assets on the date of exercise (not to exceed

                                      S-34
the amount  outstanding  on the date of closing of $105 million) and the Company
is required  to pay an  extension  fee with  respect to the  Columbus  Option as
follows:  (i) 8% of $130 million for the first year following the closing of the
River City  Acquisition;  (ii) 15% of $130 million for the second year following
the  closing;  and  (iii)  25% of $130  million  for each  following  year.  The
extension  fee  accrues  beginning  on the  date  of  closing,  and  is  payable
(beginning  December 31, 1996) at the end of each  calendar  quarter  until such
time as the option is  exercised  or River City sells  WSYX-TV to a third party,
which  River  City has the right to do in  certain  limited  circumstances.  The
Company  paid the  extension  fees due March  31,  1997 and June 30,  1997.  The
Company has acquired all of the River City License  Assets  except those related
to WTTV-TV  and  WTTK-TV,  and the  Company  continues  to  provide  programming
services to WTTV-TV and WTTK-TV pursuant to an LMA with River City.  Pursuant to
the LMA with River  City,  the Company is required to provide at least 166 hours
per  week of  programming  to  WTTV-TV  and  WTTK-TV  and,  subject  to  certain
exceptions,  River City is required to broadcast all programming provided by the
Company.  The Company is required to pay River City  monthly  fees under the LMA
with respect to WTTV-TV and WTTK-TV in an amount  sufficient to cover  specified
expenses  of  operating  the  stations.  The  Company  has  the  right  to  sell
advertising time on the stations during the hours programmed by the Company.

     The  Company  and River City  filed  notification  under the HSR Act,  with
respect to the Company's  acquisition  of all River City assets prior to closing
the acquisition.  After the United States Justice  Department  ("DOJ") indicated
that  it  would   request   additional   information   regarding  the  antitrust
implications  of the  acquisition  of  WSYX-TV  by the  Company  in light of the
Company's  ownership  of  WTTE-TV,  the  Company and River City agreed to submit
separate  notifications  with respect to the WSYX-TV  assets and the other River
City assets.  The DOJ then granted early  termination of the waiting period with
respect to the transfer of the River City assets other than WSYX-TV,  permitting
the acquisition of those assets to proceed. The Company and River City agreed to
notify the DOJ 30 days before  entering  into an LMA or similar  agreement  with
respect to WSYX-TV and agreed not to enter into such an agreement  until 20 days
after  substantially  complying  with  any  request  for  information  from  DOJ
regarding  the  transaction.  The  Company  is in the  process  of  preparing  a
submission to the DOJ regarding the competitive  effects of entering into an LMA
arrangement  in Columbus.  The Company has agreed to sell the License  Assets of
WTTE-TV  to  Glencairn  and to  enter  into an LMA  with  Glencairn  to  provide
programming services to WTTE-TV. The FCC has approved this transaction,  but the
Company does not believe  that this  transaction  will be  completed  unless the
Company acquires WSYX-TV.

     In the River City Acquisition,  the Company also acquired an option held by
River  City to  purchase  either  (i) all of the  assets of  Keymarket  of South
Carolina,  Inc. for the  forgiveness of debt held by the Company in an aggregate
principal  amount of  approximately  $7.4  million as of August 22,  1997,  plus
payment of approximately  $1,000,000 less certain adjustments or (ii) all of the
stock of KSC for  $1,000,000  less  certain  adjustments.  KSC owns and operates
three radio stations in the Asheville/Greenville/Spartanburg, South Carolina MSA
(WFBC-FM, WFBC-AM and WORD-AM). The option to acquire the assets or stock of KSC
expires on December 31, 1997. The Company intends to exercise this option in the
fourth  quarter  of 1997.  KSC also  holds an option  to  acquire  from  Spartan
Radiocasting,  Inc. certain assets relating to two additional  stations (WSPA-AM
and  WSPA-FM) in the  Asheville/Greenville/Spartanburg  MSA which KSC  currently
programs pursuant to an LMA. KSC's option to acquire these assets is exercisable
for $5.15  million  and expires in January  2000,  subject to  extension  to the
extent the applicable  LMA is extended  beyond that date. KSC also has an option
to acquire assets of Palm Broadcasting Company,  L.P., which owns two additional
stations in the Asheville/Greenville/Spartanburg MSA (WOLI-FM and WOLT-FM) in an
amount equal to the outstanding debt of Palm Broadcasting  Company,  L.P. to the
Company, which was approximately $3.03 million as of March 31, 1997. This option
expires in April 2001. KSC has a JSA with Palm Broadcasting  Company,  L.P., but
does not provide programming for WOLI or WOLT.

     Superior  Acquisition.  On  May  8,  1996,  the  Company  acquired  WDKY-TV
(Lexington,  Kentucky) and KOCB-TV  (Oklahoma  City,  Oklahoma) by acquiring the
stock of Superior Communications Group, Inc. for approximately $63.5 million.

     Flint Acquisition.  On February 27, 1996 the Company acquired the assets of
WSMH-TV (Flint,  Michigan) for approximately $35.8 million by exercising options
granted in 1995.

                                      S-35
Cincinnati/Kansas City Acquisitions.  On July 1, 1996, the Company acquired
the assets of KSMO-TV (Kansas City, Missouri) and on August 1, 1996, it acquired
the assets of WSTR-TV (Cincinnati, Ohio) for approximately $34.2 million.

     Peoria/Bloomington  Acquisition.  On July 1, 1996, the Company acquired the
assets  of  WYZZ-TV  (Peoria/Bloomington,   Illinois)  for  approximately  $21.2
million.

1997 ACQUISITIONS

     Las Vegas  Acquisition.  On January 30, 1997,  the Company  entered into an
agreement  to acquire the assets of  KUPN-TV,  the UPN  affiliate  in Las Vegas,
Nevada,  for $87.0 million.  The Company  completed this  acquisition on May 30,
1997.

     Heritage  Acquisition.  On July 16,  1997,  the  Company  entered  into the
Heritage Acquisition Agreements with certain subsidiaries of Heritage.  Pursuant
to the Heritage Acquisition Agreements, the Company has the right to acquire the
assets of five television stations (the interests in one of which the Company is
required  to  dispose),  programming  rights  under  LMAs  with  respect  to two
additional television stations, and the assets of 24 radio stations. The Company
will   acquire   the   assets   of   one   television    station   serving   the
Charleston/Huntington,   West  Virginia  market,  one  station  in  the  Mobile,
Alabama/Pensacola,  Florida  market  and  rights  under an LMA with  respect  to
another  station  in  that  market,  and  the  assets  of  two  stations  in the
Burlington,  Vermont/Plattsburgh,  New York  market  and the  right  to  provide
programming  to one station in that  market.  The radio  stations to be acquired
serve the St. Louis,  Missouri  market (three  stations),  the Portland,  Oregon
market (three stations),  the Kansas City, Missouri market (five stations),  the
Milwaukee,  Wisconsin  market (three  stations),  the Norfolk,  Virginia  market
(three  stations),  the New Orleans,  Louisiana  market (three stations) and the
Rochester,  New York market (four stations). The Heritage Acquisition Agreements
also provide for the  acquisition  of the assets  relating to the operation of a
television  station in Oklahoma City,  Oklahoma,  but the Company is required by
the  agreements to dispose of its interest in that station,  and the Company has
entered into a letter of intent to sell that station for $60 million in cash.

     The aggregate  purchase  price of the Heritage  Acquisition is $630 million
payable in cash at closing,  less a deposit of $63  million  paid at the time of
signing the Heritage Acquisition Agreements.  The Company intends to finance the
purchase  price  from some  combination  of the  proceeds  of the  Common  Stock
Offering,  the proceeds of the Preferred Stock  Offering,  funds available under
the Bank Credit Agreement, and the expected proceeds ($60 million) from the sale
of interests in the Oklahoma City station.

     The  Heritage  Acquisition  is  conditioned  on,  among other  things,  FCC
approval and the expiration of the applicable waiting period under the HSR Act.

     Additional  Radio  Acquisitions.  The Company  entered into an agreement on
January 29,  1997 to acquire  the assets of WGR-AM and  WWWS-AM in Buffalo,  New
York,  for $1.5  million.  The Company's  acquisition  of WGR-AM and WWWS-AM was
consummated  on April 18, 1997. On January 31, 1997,  the Company  completed the
acquisition  of the  assets  of  WWFH-FM  and  WILP-AM,  each  in  Wilkes-Barre,
Pennsylvania,  for aggregate  consideration of approximately  $773,000. On March
12, 1997,  the Company  entered into an agreement to acquire the assets of radio
station WKRF-FM in the  Wilkes-Barre/Scranton,  Pennsylvania market. The Company
completed this  acquisition on July 31, 1997. In April 1997, the Company entered
into an  agreement  to  acquire  the  assets  of radio  station  WWSH-FM  in the
Wilkes-Barre/Scranton  market.  The FCC has approved this  acquisition  and such
acquisition is expected to close shortly.  In addition,  the Company has entered
into an  agreement  relating to the  disposition  of  Nashville  radio  stations
WLAC-FM, WJZC-FM and WLAC-AM for consideration of $35 million in cash or, at the
option of the Company,  for a group of radio stations  having an agreed value of
$35 million and that are more  consistent  with the Company's  strategic plan of
clustering radio stations. The transaction is subject to the approval of the FCC
and the  Department  of Justice  and is  expected  to close after the end of the
year.

    Ongoing Discussions. In furtherance of its acquisition strategy, the Company
routinely reviews, and conducts investigations of potential television and radio
station acquisitions.  When the Company believes a favorable opportunity exists,
the Company  seeks to enter into  discussions  with the owners of such  stations
regarding the  possibility of an acquisition by the Company.  At any given time,
the Company may be in  discussions  with one or more such  station  owners.  The
Company  is in  serious  negotiations  with  various  parties  relating  to  the
acquisition  of  television  and radio  properties  which would be acquired  for
aggregate consideration of approximately $85 million. There can be no assurances
that any of these or other negotiations will lead to definitive agreements or if
agreements are reached that any transactions would be consummated.

                                      S-36
LOCAL MARKETING AGREEMENTS

     The Company  currently has LMA arrangements  with stations in seven markets
in  which  it  owns  a  television  station:  Pittsburgh,  Pennsylvania  (WPTT),
Baltimore,  Maryland (WNUV),  Raleigh/Durham,  North Carolina (WRDC), Milwaukee,
Wisconsin  (WVTV),  Birmingham,  Alabama (WABM),  San Antonio,  Texas (KRRT) and
Asheville/Greenville/Spartanburg,   South  Carolina  (WFBC).  In  addition,  the
Company has an LMA arrangement with a station in the Tuscaloosa,  Alabama market
(WDBB),  which is adjacent to Birmingham.  In each of these markets,  other than
Pittsburgh and Tuscaloosa, the LMA arrangement is with Glencairn and the Company
owns the Non-License Assets of the stations.  The Company owns the assets of one
radio station (KBLA-AM in Los Angeles) which an independent third party programs
pursuant to an LMA.

     The Company  believes  that it is able to increase its revenues and improve
its margins by providing  programming  services to stations in selected DMAs and
MSAs where the Company  already  owns a station.  In certain  instances,  single
station  operators and stations operated by smaller ownership groups do not have
the management expertise or the operating  efficiencies available to the Company
as a multi-station  broadcaster.  The Company seeks to identify such stations in
selected markets and to provide such stations with programming services pursuant
to  LMAs.  In  addition  to  providing  the  Company  with  additional   revenue
opportunities,  the Company believes that these LMA  arrangements  have assisted
certain  stations  whose  operations  may have  been  marginally  profitable  to
continue to air popular  programming  and contribute to diversity of programming
in their respective DMAs and MSAs.

     In cases where the Company enters into LMA  arrangements in connection with
a station whose acquisition by the Company is pending FCC approval,  the Company
(i) obtains an option to acquire the station assets essential for broadcasting a
television or radio signal in compliance with regulatory  guidelines,  generally
consisting  of the  FCC  license,  transmitter,  transmission  lines,  technical
equipment,  call letters and  trademarks,  and certain  furniture,  fixtures and
equipment  (the "License  Assets") and (ii)  acquires the remaining  assets (the
"Non-License  Assets")  at  the  time  it  enters  into  the  option.  Following
acquisition of the Non-License  Assets,  the License Assets continue to be owned
by the  owner-operator  and holder of the FCC license,  which enters into an LMA
with the  Company.  After FCC  approval  for  transfer of the License  Assets is
obtained,  the Company  exercises  its option to acquire the License  Assets and
become the owner-operator of the station, and the LMA arrangement is terminated.

     In connection  with the River City  Acquisition,  the Company  entered into
LMAs with  River  City and the owner of KRRT  with  respect  to each of the nine
television  and 21 radio  stations  with  respect to which the Company  acquired
Non-License Assets. The Company or Glencairn has now acquired the License Assets
of all of the  television  and radio stations with respect to which it initially
acquired  Non-License Assets in the River City Acquisition,  other than WTTV and
WTTK in Indianapolis, Indiana. The LMA with River City for these two stations is
in effect for a ten-year term, which corresponds with the term of the option the
Company holds to acquire the related River City License Assets.  Pursuant to the
LMA, the Company  pays River City fees in return for which the Company  acquires
all of the  inventory  of  broadcast  time of the stations and the right to sell
100% of each station's inventory of advertising time. Upon grant of FCC approval
of the  transfer of License  Assets with  respect to WTTV and WTTK,  the Company
intends to acquire the License Assets, and thereafter the LMA will terminate and
the Company will operate the  stations.  At the Company's  request,  the FCC has
withheld action on the  applications  for the Company's  acquisition of WTTV and
WTTK in Indianapolis (and a pending application for the Controlling Stockholders
to divest their  attributable  interests in WIIB in Indianapolis)  until the FCC
completes  its pending  rulemaking  proceeding  considering  the  cross-interest
policy.

                                      S-37
USE OF DIGITAL TELEVISION TECHNOLOGY

     The  Company   believes  that  television   broadcasting  may  be  enhanced
significantly   by  the  development  and  increased   availability  of  digital
broadcasting service technology. This technology has the potential to permit the
Company to provide viewers multiple channels of digital  television over each of
its  existing  standard  channels,  to  provide  certain  programming  in a high
definition  television  format and to deliver  various forms of data,  including
data  on  the  Internet,  to  home  and  business  computers.  These  additional
capabilities  may provide the Company with  additional  sources of revenue . The
Company has announced its intention to provide  multiple  channels of television
on its  allocated  portions of the  broadcast  spectrum.  The  Company  plans to
provide additional broadcast  programming and transmitted data on a subscription
basis,  and to  continue  to provide  its  current TV program  channels  without
subscription fees. This digital broadcasting service technology is not currently
available  to the viewing  public and a successful  transition  from the current
analog broadcast format to a digital format may take many years. There can be no
assurance  that the Company's  efforts to take  advantage of the new  technology
will be commercially successful.

FEDERAL REGULATION OF TELEVISION AND RADIO BROADCASTING

     The  ownership,  operation  and sale of television  and radio  stations are
subject to the  jurisdiction of the FCC, which acts under  authority  granted by
the Communications  Act. Among other things, the FCC assigns frequency bands for
broadcasting;  determines  the particular  frequencies,  locations and operating
power of  stations;  issues,  renews,  revokes and  modifies  station  licenses;
regulates  equipment  used by stations;  adopts and implements  regulations  and
policies  that  directly  or  indirectly  affect the  ownership,  operation  and
employment  practices of  stations;  and has the power to impose  penalties  for
violations of its rules or the Communications Act.

     The   following  is  a  brief   summary  of  certain   provisions   of  the
Communications  Act,  the 1996 Act and specific FCC  regulations  and  policies.
Reference should be made to the Communications  Act, the 1996 Act, FCC rules and
the public notices and rulings of the FCC for further information concerning the
nature and extent of federal regulation of broadcast stations.

     License Grant and Renewal.  Television and radio stations  operate pursuant
to broadcasting  licenses that are granted by the FCC for maximum terms of eight
years.

     Television  and  radio  station   licenses  are  subject  to  renewal  upon
application to the FCC.  During certain  periods when renewal  applications  are
pending,  competing  applicants  may file for the radio or television  frequency
being used by the renewal applicant.  During the same periods, petitions to deny
license  renewal  applications  may be filed by  interested  parties,  including
members of the public.  Prior to the 1996 Act, the FCC was generally required to
hold  hearings  on renewal  applications  if a competing  application  against a
renewal  application  was filed, if the FCC was unable to determine that renewal
of a license would serve the public interest, convenience and necessity, or if a
petition  to deny raised a  "substantial  and  material  question of fact" as to
whether the grant of the renewal  application would be prima facie  inconsistent
with the public interest, convenience and necessity.

     The 1996 Act does not  prohibit  either  the  filing of  petitions  to deny
license  renewals or the filing of competing  applications.  Under the 1996 Act,
the FCC is still  required  to hold  hearings on renewal  applications  if it is
unable to determine  that renewal of a license would serve the public  interest,
convenience  or necessity,  or if a petition to deny raises a  "substantial  and
material  question of fact" as to whether  the grant of the renewal  application
would be prima facie  inconsistent  with the public  interest,  convenience  and
necessity.  Pursuant  to the  1996  Act,  however,  the FCC is  prohibited  from
considering competing applications for a renewal applicant's  frequency,  and is
required  to grant  the  renewal  application,  if the FCC  finds:  (i) that the
station has served the public  interest,  convenience  and necessity;  (ii) that
there have been no serious  violations by the licensee of the Communications Act
or the rules and  regulations  of the FCC;  and (iii)  there  have been no other
violations  by  the  licensee  of  the  Communications  Act  or  the  rules  and
regulations of the FCC that, when taken together,  would constitute a pattern of
abuse.

                                      S-38
All of the stations that the Company (i) owns and operates, (ii) intends to
acquire pursuant to pending  acquisitions,  (iii) currently provides programming
services to pursuant to an LMA, or (iv) currently  sells  commercial air time on
pursuant to a JSA, are presently operating under regular licenses,  which expire
as to each station on the dates set forth under "-- Television Broadcasting" and
"-- Radio  Broadcasting,"  above.  Although renewal of license is granted in the
vast  majority of cases even when  petitions to deny are filed,  there can be no
assurance that the licenses of such stations will be renewed.

Ownership Matters

General

     The  Communications  Act prohibits the assignment of a broadcast license or
the transfer of control of a broadcast  licensee  without the prior  approval of
the FCC. In determining  whether to permit the assignment or transfer of control
of, or the grant or renewal of, a broadcast license,  the FCC considers a number
of factors pertaining to the licensee,  including  compliance with various rules
limiting common ownership of media  properties,  the "character" of the licensee
and those persons holding "attributable"  interests therein, and compliance with
the Communications Act's limitations on alien ownership.

     To obtain the FCC's prior consent to assign a broadcast license or transfer
control of a broadcast licensee, appropriate applications must be filed with the
FCC. If the application involves a "substantial change" in ownership or control,
the application must be placed on public notice for a period of approximately 30
days during which  petitions to deny the  application may be filed by interested
parties,  including members of the public. If the application does not involve a
"substantial  change" in ownership or control,  it is a "pro forma" application.
The  "pro  forma"  application  is  nevertheless   subject  to  having  informal
objections  filed  against  it. If the FCC  grants  an  assignment  or  transfer
application, interested parties have approximately 30 days from public notice of
the grant to seek reconsideration of that grant. Generally,  parties that do not
file initial  petitions to deny or informal  objections  against the application
face difficulty in seeking  reconsideration  of the grant.  The FCC normally has
approximately  an  additional 10 days to set aside such grant on its own motion.
When passing on an  assignment  or transfer  application,  the FCC is prohibited
from considering whether the public interest might be served by an assignment or
transfer to any party other than the  assignee or  transferee  specified  in the
application.

     The FCC generally applies its ownership limits to "attributable"  interests
held by an individual,  corporation,  partnership or other  association.  In the
case of corporations  holding, or through  subsidiaries  controlling,  broadcast
licenses,  the  interests  of  officers,  directors  and those who,  directly or
indirectly, have the right to vote 5% or more of the corporation's stock (or 10%
or more of such stock in the case of insurance  companies,  investment companies
and  bank  trust   departments   that  are  passive   investors)  are  generally
attributable, except that, in general, no minority voting stock interest will be
attributable  if there is a single  holder of more  than 50% of the  outstanding
voting power of the  corporation.  The FCC has a pending  rulemaking  proceeding
that,  among other  things,  seeks  comment on whether the FCC should modify its
attribution rules by (i) raising the attribution stock benchmark from 5% to 10%;
(ii) raising the attribution  stock benchmark for passive  investors from 10% to
20%; (iii)  restricting  the  availability  of the single  majority  shareholder
exemption; and (iv) attributing certain interests such as non-voting stock, debt
and certain holdings by limited liability corporations in certain circumstances.
More  recently,  the FCC has solicited  comment on proposed rules that would (i)
treat an otherwise  nonattributable  equity or debt interest in a licensee as an
attributable  interest  where the interest  holder is a program  supplier or the
owner of a  broadcast  station in the same  market and the  equity  and/or  debt
holding is  greater  than a  specified  benchmark;  (ii)  treat a licensee  of a
television  station  which,  under an LMA,  brokers more than 15% of the time on
another  television  station serving the same market,  as having an attributable
interest in the brokered station; and (iii) in certain circumstances,  treat the
licensee of a broadcast  station that sells  advertising time on another station
in the same market pursuant to a JSA as having an  attributable  interest in the
station whose advertising is being sold.

     The Controlling  Stockholders hold  attributable  interests in two entities
owning media properties,  namely:  Channel 63, Inc.,  licensee of WIIB-TV, a UHF
television station in Bloomington,  Indiana, and Bay Television,  Inc., licensee
of WTTA-TV,  a UHF television  station in St.  Petersburg,  Florida.  All of the
issued and  outstanding  shares of Channel 63, Inc. are owned by the Controlling
Stockholders. All

                                      S-39
the issued  and  outstanding  shares of Bay  Television,  Inc.  are owned by the
Controlling Stockholders (75%) and Robert L. Simmons (25%), a former stockholder
of the  Company.  The  Controlling  Stockholders  have  agreed to  divest  their
attributable  interests in Channel 63, Inc. and the Company believes that, after
doing so, such holdings will not  materially  restrict its ability to acquire or
program additional broadcast stations.

     Under its  "cross-interest"  policy, the FCC considers certain "meaningful"
relationships  among  competing  media  outlets in the same market,  even if the
ownership  rules do not  specifically  prohibit  the  relationship.  Under  this
policy,  the FCC may consider  significant  equity  interests  combined  with an
attributable interest in a media outlet in the same market, joint ventures,  and
common key  employees  among  competitors.  The  cross-interest  policy does not
necessarily prohibit all of these interests,  but requires that the FCC consider
whether,  in  a  particular  market,  the  "meaningful"   relationships  between
competitors  could have a significant  adverse effect upon economic  competition
and program  diversity.  Heretofore,  the FCC has not applied its cross-interest
policy to LMAs and JSAs between broadcast  stations.  In its ongoing  rulemaking
proceeding  concerning  the  attribution  rules,  the FCC has sought comment on,
among other things, (i) whether the cross-interest policy should be applied only
in smaller markets, and (ii) whether non-equity financial  relationships such as
debt, when combined with multiple business  interrelationships  such as LMAs and
JSAs,  raise concerns under the  cross-interest  policy.  Moreover,  in its most
recent proposals in its ongoing attribution rulemaking  proceeding,  the FCC has
proposed  treating  television  LMAs,  JSAs,  and debt or  equity  interests  as
attributable   interests  in  certain   circumstances   without  regard  to  the
cross-interest policy.

     The  Communications Act prohibits the issuance of broadcast licenses to, or
the holding of a broadcast license by, any corporation of which more than 20% of
the  capital  stock is owned of record or voted by  non-U.S.  citizens  or their
representatives  or by a foreign government or a representative  thereof,  or by
any corporation  organized  under the laws of a foreign  country  (collectively,
"Aliens"). The Communications Act also authorizes the FCC, if the FCC determines
that it would be in the public interest, to prohibit the issuance of a broadcast
license to, or the holding of a broadcast  license by, any corporation  directly
or indirectly  controlled by any other corporation of which more than 25% of the
capital  stock is owned of  record  or voted by  Aliens.  The  Company  has been
advised that the FCC staff has  interpreted  this provision to require a finding
that such grant or holding  would be in the public  interest  before a broadcast
license may be granted to or held by any such corporation and that the FCC staff
has made  such a  finding  only in  limited  circumstances.  The FCC has  issued
interpretations  of existing law under which these restrictions in modified form
apply to other forms of business  organizations,  including  partnerships.  As a
result of these provisions,  the licenses granted to Subsidiaries of the Company
by the FCC could be revoked  if,  among other  restrictions  imposed by the FCC,
more than 25% of the Company's stock were directly or indirectly  owned or voted
by Aliens. The Company and the Subsidiaries are domestic  corporations,  and the
Controlling  Stockholders  are all  United  States  citizens.  The  Amended  and
Restated  Articles of Incorporation  of the Company (the "Amended  Certificate")
contain  limitations  on Alien  ownership  and  control  that are  substantially
similar to those contained in the  Communications  Act.  Pursuant to the Amended
Certificate, the Company has the right to repurchase Alien-owned shares at their
fair  market  value to the extent  necessary,  in the  judgment  of the Board of
Directors, to comply with the Alien ownership restrictions.

Television

     National  Ownership  Rule.  Prior  to the 1996  Act,  FCC  rules  generally
prohibited an individual or entity from having an attributable  interest in more
than 12 television stations nationwide,  or in television stations reaching more
than 25% of the national television viewing audience.  Pursuant to the 1996 Act,
the FCC has  modified  its rules to eliminate  any  limitation  on the number of
television  stations an individual or entity may own nationwide,  subject to the
restriction  that no individual or entity may have an  attributable  interest in
television  stations reaching more than 35% of the national  television  viewing
audience.  Historically, VHF stations have shared a larger portion of the market
than UHF stations.  Therefore, only half of the households in the market area of
any UHF station are included  when  calculating  whether an entity or individual
owns television stations reaching more than 35% of the

                                      S-40
national  television  viewing audience.  All but three of the stations owned and
operated by the Company, or to which the Company provides programming  services,
are UHF.

     Duopoly Rule. On a local level,  the  television  "duopoly"  rule generally
prohibits a single individual or entity from having an attributable  interest in
two or more television  stations with overlapping  Grade B service areas.  While
the 1996 Act has not  eliminated  the TV duopoly rule, it does direct the FCC to
initiate a rulemaking  proceeding  to determine  whether to retain,  modify,  or
eliminate the rule. The FCC has pending a rulemaking  proceeding in which it has
proposed to modify the television duopoly rule to permit the common ownership of
television stations in different DMAs, so long as the Grade A signal contours of
the stations do not overlap.  Pending  resolution of its rulemaking  proceeding,
the FCC has adopted an interim  waiver policy that permits the common  ownership
of  television  stations in different  DMAs with no  overlapping  Grade A signal
contours, conditioned on the final outcome of the rulemaking proceeding. The FCC
has also sought comment on whether common  ownership of two television  stations
in a market  should be  permitted  (i) where one or more of the  commonly  owned
stations is UHF, (ii) where one of the stations is in bankruptcy or has been off
the air for a  substantial  period of time and (iii)  where the  commonly  owned
stations have very small audience or advertising  shares,  are located in a very
large  market,  and/or a specified  number of  independently  owned media voices
would remain after the acquisition.

     Local Marketing Agreements. Over the past few years, a number of television
stations,  including certain of the Company's  stations,  have entered into what
have commonly been referred to as LMAs.  While these agreements may take varying
forms,  pursuant to a typical  LMA,  separately  owned and  licensed  television
stations agree to enter into cooperative  arrangements of varying sorts, subject
to compliance  with the  requirements of antitrust laws and with the FCC's rules
and policies. Under these types of arrangements, separately owned stations could
agree to function  cooperatively  in terms of  programming,  advertising  sales,
etc.,  subject  to the  requirement  that the  licensee  of each  station  shall
maintain  independent  control over the  programming  and  operations of its own
station.  One  typical  type  of  LMA is a  programming  agreement  between  two
separately owned television  stations serving a common service area, whereby the
licensee of one station  programs  substantial  portions of the broadcast day on
the other licensee's  station,  subject to ultimate editorial and other controls
being exercised by the latter licensee,  and sells  advertising time during such
program  segments.  Such  arrangements  are an extension of the concept of "time
brokerage" agreements,  under which a licensee of a station sells blocks of time
on its  station to an entity or  entities  which  program the blocks of time and
which  sell  their own  commercial  advertising  announcements  during  the time
periods in question. The staff of the FCC's Mass Media Bureau has held that LMAs
are not contrary to the  Communications  Act,  provided that the licensee of the
station  which is being  substantially  programmed by another  entity  maintains
complete  responsibility  for and control over programming and operations of its
broadcast station and assures compliance with applicable FCC rules and policies.

     At present, FCC rules permit television station LMAs, and the licensee of a
television   station  brokering  time  on  another  television  station  is  not
considered to have an attributable interest in the brokered station. However, in
connection  with its ongoing  rulemaking  proceeding  regarding  the  television
duopoly rule, the FCC has proposed to adopt rules providing that the licensee of
a  television  station  which  brokers  more  than  15% of the  time on  another
television  station  serving  the  same  market  would  be  deemed  to  have  an
attributable  interest in the brokered  station for purposes of the national and
local multiple ownership rules. In connection with this proceeding,  the FCC has
solicited  detailed  information from parties to television LMAs as to the terms
and characteristics of such LMAs.

     The 1996 Act provides that nothing  therein "shall be construed to prohibit
the  origination,  continuation,  or renewal of any television  local  marketing
agreement  that  is in  compliance  with  the  regulations  of the  [FCC]."  The
legislative history of the 1996 Act reflects that this provision was intended to
grandfather  television  LMAs that were in existence  upon enactment of the 1996
Act, and to allow  television LMAs consistent with the FCC's rules subsequent to
enactment of the 1996 Act. In its pending  rulemaking  proceeding  regarding the
television  duopoly rule, the FCC has proposed to adopt a grandfathering  policy
providing that, in the event that television LMAs become attributable interests,
LMAs that are in  compliance  with  existing  FCC rules  and  policies  and were
entered  into before  November 5, 1996,  would be permitted to continue in force
until the original term of the LMA expires. Under the FCC's proposal,

                                      S-41
television  LMAs that are entered into or renewed  after  November 5, 1996 would
have to be  terminated  if LMAs are made  attributable  interests and the LMA in
question resulted in a violation of the television multiple ownership rules. The
Company's LMAs with television stations WPTT in Pittsburgh,  Pennsylvania,  WNUV
in Baltimore,  Maryland, WVTV in Milwaukee,  Wisconsin,  WRDC in Raleigh/Durham,
North Carolina,  WABM in Birmingham,  Alabama, and WDBB in Tuscaloosa,  Alabama,
were in  existence on both the date of enactment of the 1996 Act and November 5,
1996. The Company's LMAs with television stations WTTV and WTTK in Indianapolis,
Indiana were entered  into  subsequent  to the date of enactment of the 1996 Act
but prior to November 5, 1996. The Company's LMA with television station KRRT in
Kerrville,  Texas was in existence on the date of enactment of the 1996 Act, but
was  assumed by the  Company  subsequent  to that date but prior to  November 5,
1996. The licensee's rights under the Company's LMA with KRRT-TV were assumed by
Glencairn  subsequent  to November 5, 1996.  The  Company's  LMA with WFBC-TV in
Asheville/Greenville/Spartanburg,  South  Carolina,  was  entered  into  by  the
Company  subsequent  to the  date of  enactment  of the  1996  Act but  prior to
November  5, 1996,  and the  licensee's  rights  under that LMA were  assumed by
Glencairn  subsequent to November 5, 1996.  The Company cannot predict if any or
all of its LMAs will be grandfathered.

     The Conference  Agreement adopted as part of the recent Balanced Budget Act
of 1997  recently  signed into law by President  Clinton (The  "Balanced  Budget
Act")  clarifies  Congress'  intent  with  respect  to LMAs and  duopolies.  The
Conference  Agreement  states as follows:  "The conferees do not intend that the
duopoly and  television-newspaper  cross-ownership relief provided herein should
have any bearing  upon the [FCC's]  current  proceedings,  which  concerns  more
immediate relief.  The conferees expect that the [FCC] will proceed with its own
independent  examination in these matters.  Specifically,  the conferees  expect
that the [FCC] will provide additional relief (e.g., VHF/UHF  combinations) that
it  finds  to be in the  public  interest,  and  will  implement  the  permanent
grandfather  requirement  for local  marketing  agreements  as  provided  in the
Telecommunications Act of 1996."

     The TV duopoly  rule  currently  prevents the Company  from  acquiring  the
licenses of  television  stations  with which it has LMAs in those markets where
the Company owns a television  station.  As a result,  if the FCC were to decide
that the  provider of  programming  services  under a  television  LMA should be
treated as having an attributable  interest in the brokered  station,  and if it
did not relax its  television  duopoly  rule,  the Company  could be required to
modify or terminate  those of its LMAs that were not in existence on the date of
enactment of the 1996 Act or on November 5, 1996. Furthermore, if the FCC adopts
its present proposal with respect to the  grandfathering of television LMAs, the
Company could be required to terminate even those LMAs that were in effect prior
to the date of enactment of the 1996 Act or prior to November 5, 1996, after the
initial  term of the LMA or upon  assignment  of the LMA. In such an event,  the
Company  could be required to pay  termination  penalties  under certain of such
LMAs.  Further, if the FCC were to find, in connection with any of the Company's
LMAs, that the  owners/licensees of the stations with which the Company has LMAs
failed to maintain  control over their  operations  as required by FCC rules and
policies,  the licensee of the LMA station  and/or the Company could be fined or
set for hearing,  the outcome of which could be a monetary  forfeiture or, under
certain circumstances, loss of the applicable FCC license. The Company is unable
to predict the ultimate  outcome of possible  changes to these FCC rules and the
impact such FCC rules may have on its broadcasting operations.

     On June 1, 1995, the Chief of the FCC's Mass Media Bureau released a Public
Notice  concerning  the  processing  of  television  assignment  and transfer of
control  applications  proposing  LMAs.  Due to  the  pendency  of  the  ongoing
rulemaking proceeding concerning attribution of ownership, the Mass Media Bureau
has  placed  certain  restrictions  on the types of  television  assignment  and
transfer of control applications  involving LMAs that it will approve during the
pendency of the rulemaking.  Specifically, the Mass Media Bureau has stated that
it will not approve  arrangements where a time broker seeks to finance a station
acquisition  and hold an option to  purchase  the  station  in the  future.  The
Company  believes that none of the Company's  LMAs fall within the ambit of this
Public Notice.

Radio

     National  Ownership Rule. Prior to the 1996 Act, the FCC's rules limited an
individual or entity from holding attributable  interests in more than 20 AM and
20 FM radio stations nationwide. Pursuant to the

                                      S-42
1996 Act,  the FCC has modified its rules to  eliminate  any  limitation  on the
number of radio stations a single individual or entity may own nationwide.

     Local  Ownership  Rule.  Prior to the 1996 Act,  the FCC's rules  generally
permitted an individual or entity to hold attributable interests in no more than
four radio stations in a local market (no more than two of which could be in the
same service (AM or FM)),  and then only if the aggregate  audience share of the
commonly  owned  stations  did not exceed  25%.  In  markets  with fewer than 15
commercial  radio  stations,  an individual or entity could hold an attributable
interest in no more than three radio stations in the market (no more than two of
which could be in the same service), and then only if the number of the commonly
owned  stations  did not  exceed  50% of the total  number of  commercial  radio
stations in the market.

     Pursuant to the 1996 Act,  the limits on the number of radio  stations  one
entity may own locally have been  increased as follows:  (i) in a market with 45
or more  commercial  radio  stations,  an entity may own up to eight  commercial
radio stations,  not more than five of which are in the same service (AM or FM);
(ii) in a market with between 30 and 44 (inclusive)  commercial  radio stations,
an entity may own up to seven commercial  radio stations,  not more than four of
which  are in the  same  service;  (iii)  in a  market  with  between  15 and 29
(inclusive)  commercial  radio stations,  an entity may own up to six commercial
radio stations, not more than four of which are in the same service; and (iv) in
a market with 14 or fewer  commercial  radio  stations,  an entity may own up to
five  commercial  radio  stations,  not more than three of which are in the same
service, except that an entity may not own more than 50% of the stations in such
market.  These numerical limits apply regardless of the aggregate audience share
of the stations  sought to be commonly  owned.  FCC ownership  rules continue to
permit an entity to own one FM and one AM station in a local  market  regardless
of market size.  Irrespective of FCC rules governing radio  ownership,  however,
the DOJ and the Federal Trade Commission have the authority to determine, and in
certain  recent radio  transactions  not involving the Company have  determined,
that a particular transaction presents antitrust concerns.

     Local Marketing  Agreements.  As in television,  a number of radio stations
have entered into LMAs. The FCC's multiple ownership rules  specifically  permit
radio station LMAs to be entered into and  implemented,  so long as the licensee
of the  station  which is being  programmed  under  the LMA  maintains  complete
responsibility  for and control over programming and operations of its broadcast
station and assures  compliance with applicable FCC rules and policies.  For the
purposes of the multiple  ownership  rules,  in general,  a radio  station being
programmed  pursuant to an LMA by an entity is not  considered  an  attributable
ownership  interest of that  entity  unless  that  entity  already  owns a radio
station in the same market.  However,  a licensee that owns a radio station in a
market,  and brokers  more than 15% of the time on another  station  serving the
same market,  is considered to have an  attributable  ownership  interest in the
brokered  station  for  purposes of the FCC's  multiple  ownership  rules.  As a
result, in a market in which the Company owns a radio station, the Company would
not be permitted to enter into an LMA with another  local radio station which it
could not own under the local ownership rules, unless the Company's  programming
constituted  15% or less of the  other  local  station's  programming  time on a
weekly  basis.  The  FCC's  rules  also  prohibit  a  broadcast   licensee  from
simulcasting  more than 25% of its  programming  on another  station in the same
broadcast  service  (i.e.,  AM-AM or  FM-FM)  through  a time  brokerage  or LMA
arrangement  where the brokered and brokering  stations serve  substantially the
same area.

     Joint  Sales  Agreements.  Over the past few years,  a number of radio (and
television) stations have entered into cooperative  arrangements  commonly known
as joint sales  agreements,  or JSAs.  While these  agreements  may take varying
forms,  under the typical JSA, a station licensee obtains,  for a fee, the right
to sell  substantially all of the commercial  advertising on a  separately-owned
and  licensed  station in the same  market.  The  typical  JSA also  customarily
involves the provision by the selling licensee of certain sales, accounting, and
"back  office"  services to the station  whose  advertising  is being sold.  The
typical JSA is distinct  from an LMA in that a JSA (unlike an LMA) normally does
not involve programming.

     The FCC has  determined  that issues of joint  advertising  sales should be
left to enforcement by antitrust  authorities,  and therefore does not generally
regulate joint sales practices between stations. Currently, stations for which a
licensee sells time under a JSA are not deemed by the FCC to be

                                      S-43
attributable interests of that licensee. However, in connection with its ongoing
rulemaking  proceeding  concerning the attribution rules, the FCC is considering
whether JSAs should be considered  attributable interests or within the scope of
the FCC's cross-interest  policy,  particularly when JSAs contain provisions for
the supply of programming  services and/or other elements  typically  associated
with LMAs. If JSAs become  attributable  interests as a result of changes in the
FCC rules, the Company may be required to terminate any JSA it might have with a
radio station which the Company could not own under the FCC's multiple ownership
rules.

Other Ownership Matters

     There  remain  in  place  after  the  1996  Act  a  number  of   additional
cross-ownership rules and prohibitions pertaining to licensees of television and
radio stations. FCC rules, the Communications Act, or both generally prohibit an
individual or entity from having an  attributable  interest in both a television
station and a radio station,  a daily newspaper,  or a cable  television  system
that is located in or serves the same market area.

     Antitrust  Regulation.  The DOJ  and  the  Federal  Trade  Commission  have
recently increased their scrutiny of the television and radio industry, and have
indicated  their  intention to review matters  related to the  concentration  of
ownership  within markets  (including  LMAs and JSAs) even when the ownership or
LMA or JSA in question is permitted under the laws administered by the FCC or by
FCC rules and regulations.

     Radio/Television   Cross-Ownership   Rule.   The   FCC's   radio/television
cross-ownership  rule (the "one to a market" rule) generally  prohibits a single
individual  or entity  from  having an  attributable  interest  in a  television
station and a radio station serving the same market.  However, in each of the 25
largest local markets in the United States,  provided that there are at least 30
separately owned stations in the particular  market,  the FCC has  traditionally
employed a policy that presumptively  allows waivers of the one to a market rule
to permit  the  common  ownership  of one AM,  one FM and one TV  station in the
market. The 1996 Act directs the FCC to extend this policy to each of the top 50
markets.  Moreover,  the FCC has pending a rulemaking proceeding in which it has
solicited  comment  on whether  the one to a market  rule  should be  eliminated
altogether.

     However,  the FCC does not apply  its  presumptive  waiver  policy in cases
involving the common ownership of one television station,  and two or more radio
stations in the same service (AM or FM), in the same market. Pending its ongoing
rulemaking  proceeding to reexamine the one to a market rule, the FCC has stated
that it will consider  waivers of the rule in such  instances on a  case-by-case
basis,  considering  (i) the public  service  benefits  that will arise from the
joint operation of the facilities  such as economies of scale,  cost savings and
programming and service benefits;  (ii) the types of facilities involved;  (iii)
the number of media outlets owned by the applicant in the relevant market;  (iv)
the financial  difficulties of the stations involved;  and (v) the nature of the
relevant  market in light of the level of competition  and diversity after joint
operation  is  implemented.  The FCC has stated  that it  expects  that any such
waivers that are granted will be  conditioned  on the outcome of the  rulemaking
proceeding.

     In its ongoing rulemaking proceeding to reexamine the one to a market rule,
the FCC has proposed the  following  options for modifying the rule in the event
it is not  eliminated:  (i)  extending  the  presumptive  waiver  policy  to any
television  market in which a specified  number of  independently  owned  voices
would  remain after  common  ownership  of a television  station and one or more
radio stations is effectuated;  (ii) extending the presumptive  waiver policy to
entities  that seek to own more than one FM and/or one AM radio  station;  (iii)
reducing the minimum number of independently owned voices that must remain after
a transaction is effectuated;  and (iv) modifying the  five-factor  case-by-case
test for waivers.

     Local Television/Cable  Cross-Ownership Rule. While the 1996 Act eliminates
a previous  statutory  prohibition  against the common ownership of a television
broadcast station and a cable system that serve the same local market,  the 1996
Act leaves the current  FCC rule in place.  The  legislative  history of the Act
indicates  that the repeal of the  statutory ban should not prejudge the outcome
of any FCC review of the rule.

                                      S-44
Broadcast Network/Cable  Cross-Ownership Rule. The 1996 Act directs the FCC
to  eliminate  its rules which  formerly  prohibited  the common  ownership of a
broadcast  network and a cable  system,  subject to the  provision  that the FCC
revise its rules as  necessary  to ensure  carriage,  channel  positioning,  and
non-discriminatory  treatment  of  non-affiliated  broadcast  stations  by cable
systems  affiliated with a broadcast  network.  In March 1996, the FCC issued an
order implementing this legislative change.

     Broadcast/Daily  Newspaper  Cross-Ownership  Rule. The FCC's rules prohibit
the common  ownership  of a radio or  television  broadcast  station and a daily
newspaper  in the same  market.  The 1996 Act does not  eliminate or modify this
prohibition. In October 1996, however, the FCC initiated a rulemaking proceeding
to  determine  whether it should  liberalize  its waiver  policy with respect to
cross-ownership  of a daily newspaper and one or more radio stations in the same
market.

     Dual  Network  Rule.  The 1996 Act directs the FCC to repeal its rule which
formerly  prohibited an entity from operating more than one television  network.
In March 1996, the FCC issued an order  implementing  this  legislative  change.
Under the modified  rule, a network entity is permitted to operate more than one
television  network,  provided,  however,  that ABC,  CBS,  NBC,  and/or Fox are
prohibited  from  merging  with each other or with  another  network  television
entity such as WB or UPN.

     Expansion  of the  Company's  broadcast  operations  on  both a  local  and
national level will continue to be subject to the FCC's  ownership rules and any
changes the FCC or Congress may adopt. Concomitantly,  any further relaxation of
the FCC's  ownership  rules may increase the level of competition in one or more
of the markets in which the Company's stations are located, more specifically to
the extent that any of the Company's  competitors may have greater resources and
thereby be in a superior position to take advantage of such changes.

Must-Carry/Retransmission Consent

     Pursuant to the Cable Act of 1992, television  broadcasters are required to
make   triennial   elections  to  exercise   either  certain   "must-carry"   or
"retransmission  consent"  rights in  connection  with their  carriage  by cable
systems in each broadcaster's local market. By electing the must-carry rights, a
broadcaster  demands carriage on a specified channel on cable systems within its
Area of  Dominant  Influence,  in general as  defined  by the  Arbitron  1991-92
Television  Market Guide.  These must-carry  rights are not absolute,  and their
exercise is dependent on variables such as (i) the number of activated  channels
on a cable system;  (ii) the location and size of a cable system;  and (iii) the
amount of programming on a broadcast  station that duplicates the programming of
another broadcast station carried by the cable system. Therefore,  under certain
circumstances,   a  cable   system  may  decline  to  carry  a  given   station.
Alternatively,  if a  broadcaster  chooses to  exercise  retransmission  consent
rights,  it can prohibit  cable  systems  from  carrying its signal or grant the
appropriate  cable system the authority to retransmit the broadcast signal for a
fee or other  consideration.  In October 1996, the Company elected must-carry or
retransmission  consent  with  respect  to  each  of its  markets  based  on its
evaluation of the respective  markets and the position of the Company's  station
within  the  market.  The  Company's  stations  continue  to be  carried  on all
pertinent  cable  systems,  and the Company does not believe that its  elections
have  resulted in the shifting of its stations to less  desirable  cable channel
locations. Certain of the Company's stations affiliated with Fox are required to
elect retransmission  consent because Fox's retransmission  consent negotiations
on  behalf of the  Company  resulted  in  agreements  which  extend  into  1998.
Therefore,  the Company will need to negotiate retransmission consent agreements
for these  Fox-affiliated  stations to attain  carriage on those  relevant cable
systems for the balance of this  triennial  period (i.e.,  through  December 31,
1999).  For  subsequent  elections  beginning  with the  election  to be made by
October 1, 1999, the must-carry  market will be the station's DMA, in general as
defined by the Nielsen DMA Market and Demographic Rank Report of the prior year.

     The must-carry rules have been subject to judicial scrutiny. In April 1993,
the United States District Court for the District of Columbia  summarily  upheld
the  constitutionality  of the legislative  must-carry  provisions under a First
Amendment challenge.  However, in June 1994, the Supreme Court remanded the case
to the  lower  court  with  instructions  to test the  constitutionality  of the
must-carry rules under an "intermediate scrutiny" standard. In a decision issued
in December 1995, a closely divided three-judge  District Court panel ruled that
the record showed that there was substantial evidence before Congress from which
it could  draw the  reasonable  inferences  that (1) the  must-carry  rules were
necessary to protect the local broadcast

                                      S-45
industry;  and (2) the burdens on cable systems with rapidly  increasing channel
capacity would be quite small. Accordingly,  the District Court panel ruled that
Congress  had not violated  the First  Amendment  in enacting  the  "must-carry"
provisions.  In March 1997, the Supreme Court,  by a 5-4 majority,  affirmed the
District Court's decision and thereby let stand the must-carry rules.

Syndicated Exclusivity/Territorial Exclusivity

     The FCC has imposed  syndicated  exclusivity  rules and  expanded  existing
network  nonduplication  rules.  The  syndicated  exclusivity  rules allow local
broadcast   television  stations  to  demand  that  cable  operators  black  out
syndicated  non-network  programming carried on "distant signals" (i.e., signals
of broadcast stations,  including so-called  "superstations,"  which serve areas
substantially  removed from the cable  system's  local  community).  The network
non-duplication  rules allow local broadcast  network  television  affiliates to
require that cable operators black out duplicating  network  programming carried
on distant signals. However, in a number of markets in which the Company owns or
programs stations  affiliated with a network,  a station that is affiliated with
the same network in a nearby market is carried on cable systems in the Company's
market.  This is not in violation  of the FCC's  network  nonduplication  rules.
However,  the  carriage of two network  stations on the same cable  system could
result in a decline  of  viewership  adversely  affecting  the  revenues  of the
Company owned or programmed station.

Restrictions on Broadcast Advertising

     Advertising of cigarettes  and certain other tobacco  products on broadcast
stations has been banned for many years. Various states restrict the advertising
of  alcoholic  beverages.   Congressional   committees  have  recently  examined
legislation  proposals which may eliminate or severely  restrict the advertising
of beer and wine. Although no prediction can be made as to whether any or all of
the present  proposals will be enacted into law, the elimination of all beer and
wine advertising would have an adverse effect upon the revenues of the Company's
stations,  as well as the revenues of other  stations  which carry beer and wine
advertising.

     The FCC has imposed  commercial time  limitations in children's  television
programming pursuant to legislation. In television programs designed for viewing
by  children  of 12 years of age and under,  commercial  matter is limited to 12
minutes per hour on weekdays and 10.5 minutes per hour on weekends.  In granting
renewal of the  license  for  WBFF-TV,  the FCC imposed a fine of $10,000 on the
Company  alleging that the station had exceeded these  limitations.  The Company
has appealed this fine and the appeal is pending.

     The  Communications  Act and  FCC  rules  also  place  restrictions  on the
broadcasting  of  advertisements  by legally  qualified  candidates for elective
office.  Among other things, (i) stations must provide  "reasonable  access" for
the purchase of time by legally  qualified  candidates for federal office;  (ii)
stations  must provide  "equal  opportunities"  for the  purchase of  equivalent
amounts  of  comparable  broadcast  time by  opposing  candidates  for the  same
elective  office;  and (iii)  during the 45 days  preceding a primary or primary
run-off election and during the 60 days preceding a general or special election,
legally qualified candidates for elective office may be charged no more than the
station's  "lowest unit charge" for the same class of  advertisement,  length of
advertisement, and daypart.

Programming and Operation

     General. The Communications Act requires  broadcasters to serve the "public
interest."  The FCC  gradually  has  relaxed  or  eliminated  many  of the  more
formalized  procedures  it had developed in the past to promote the broadcast of
certain types of programming responsive to the needs of a station's community of
license. FCC licensees continue to be required,  however, to present programming
that is responsive to their communities' issues, and to maintain certain records
demonstrating  such   responsiveness.   Complaints  from  viewers  concerning  a
station's  programming  may be considered  by the FCC when it evaluates  renewal
applications  of a licensee,  although such  complaints may be filed at any time
and generally  may be considered by the FCC at any time.  Stations also must pay
regulatory and application  fees, and follow various rules promulgated under the
Communications  Act that regulate,  among other things,  political  advertising,
sponsorship identifications, the advertisement of contests and lotteries, ob-

                                      S-46
scene and indecent  broadcasts,  and technical  operations,  including limits on
radiofrequency  radiation.  In addition,  licensees  must develop and  implement
affirmative action programs designed to promote equal employment  opportunities,
and must submit  reports to the FCC with  respect to these  matters on an annual
basis and in connection with a renewal application.  Failure to observe these or
other rules and  policies  can result in the  imposition  of various  sanctions,
including monetary  forfeitures,  or the grant of a "short" (i.e., less than the
full) license renewal term or, for particularly egregious violations, the denial
of a license renewal application or the revocation of a license.

     Children's Television Programming. Pursuant to legislation enacted in 1991,
all  television  stations  have  been  required  to  broadcast  some  television
programming designed to meet the educational and informational needs of children
16 years of age and under.  In August  1996,  the FCC adopted new rules  setting
forth more stringent children's programming  requirements.  Specifically,  as of
September 1, 1997,  television  stations will be required to broadcast a minimum
of three hours per week of "core" children's educational programming,  which the
FCC  defines  as  programming   that  (i)  has  serving  the   educational   and
informational  needs of  children  16 years  of age and  under as a  significant
purpose;  (ii) is  regularly  scheduled,  weekly  and at  least  30  minutes  in
duration;  and (iii) is aired  between  the hours of 7:00  a.m.  and 10:00  p.m.
Furthermore,  as of January 2, 1997, "core" children's  educational programs, in
order to qualify as such,  are  required to be  identified  as  educational  and
informational  programs  over the air at the time  they are  broadcast,  and are
required to be identified in the children's  programming  reports required to be
placed in stations'  public  inspection  files.  Additionally,  as of January 2,
1997,  television  stations  are  required to identify  and provide  information
concerning  "core"  children's  programming  to publishers of program guides and
listings.

     Television Violence.  The 1996 Act contains a number of provisions relating
to television violence. First, pursuant to the 1996 Act, the television industry
has  developed  a ratings  system,  and the FCC has  recently  solicited  public
comment on that system.  Furthermore,  the 1996 Act provides that all television
sets larger than 13 inches that are manufactured one year after enactment of the
1996 Act must  include  the  so-called  "V-chip,"  a computer  chip that  allows
blocking of rated  programming.  In  addition,  the 1996 Act  requires  that all
television  license  renewal  applications  filed  after  May  1,  1995  contain
summaries of written  comments and suggestions  received by the station from the
public regarding violent programming.

     Closed  Captioning.  The 1996 Act directs the FCC to adopt rules  requiring
closed  captioning  of  all  broadcast  television  programming,   except  where
captioning would be "economically burdensome." The FCC has recently adopted such
rules.  The rules require  generally that (i) 95% of all new  programming  first
published  or  exhibited  on or after  January 1, 1998 must be closed  captioned
within eight years,  and (ii) 75% of old programming  which first aired prior to
January  1, 1998 must be closed  captioned  within 10 years,  subject to certain
exemptions.

Digital Television

     The FCC has taken a number of steps to implement digital television ("DTV")
broadcasting  service in the United States.  In December 1996, the FCC adopted a
DTV broadcast  standard and, in April 1997, adopted decisions in several pending
rulemaking  proceedings that establish service rules and a plan for implementing
DTV. The FCC adopted a DTV Table of  Allotments  that  provides  all  authorized
television  stations  with a second  channel on which to broadcast a DTV signal.
The FCC has  attempted  to provide DTV  coverage  areas that are  comparable  to
stations'  existing service areas.  The FCC has ruled that television  broadcast
licensees may use their digital  channels for a wide variety of services such as
high-definition television, multiple standard definition television programming,
audio, data, and other types of communications,  subject to the requirement that
each broadcaster provide at least one free video channel equal in quality to the
current technical standard.

     Initially,  DTV  channels  will be  located in the range of  channels  from
channel 2 through  channel 51. The FCC is requiring that affiliates of ABC, CBS,
Fox and NBC in the top 10 television  markets begin digital  broadcasting by May
1, 1999 (the stations  affiliated with these networks in the top 10 markets have
voluntarily  committed to begin digital broadcasting within 18 months), and that
affiliates of these networks in markets 11 through 30 begin digital broadcasting
by November 1999.  The FCC's plan calls for the DTV transition  period to end in
the year 2006, at which time the FCC expects that (i) DTV channels will be

                                      S-47
clustered either in the range of channels 2 through 46 or channels 7 through 51;
and  (ii)  television  broadcasters  will  have  ceased  broadcasting  on  their
non-digital  channels,  allowing that spectrum to be recovered by the government
for other uses. Under the Balanced Budget Act, however, the FCC is authorized to
extend the December 31, 2006 deadline for reclamation of a television  station's
non-digital  channel if, in any given case: (i) one or more television  stations
affiliated with one of the four major networks in a market are not  broadcasting
digitally,  and the FCC  determines  that  such  stations  have  "exercised  due
diligence" in attempting to convert to digital broadcasting;  (ii) less than 85%
of the television households in the station's market subscribe to a multichannel
video service  (cable,  wireless cable or DBS) that carries at least one digital
channel from each of the local  stations in that market;  or (iii) less than 85%
of the television households in the station's market can receive digital signals
off the air using either a set-top converter box for an analog television set or
a new DTV  television  set.  The  Balanced  Budget Act also  directs  the FCC to
auction the non-digital  channels by September 30, 2002 even though they are not
to be reclaimed by the government until at least December 31, 2006. The Balanced
Budget Act also  permits  broadcasters  to bid on the  non-digital  channels  in
cities with populations greater than 400,000, provided the channels are used for
DTV. Thus, it is possible a broadcaster could own two channels in a market.  The
FCC has opened a separate  proceeding  in which it has  proposed  to  reallocate
television  channels 60 through 69 to other services while  protecting  existing
television   stations  on  those  channels  from  interference  during  the  DTV
transition  period.  Additionally,  the FCC will open a separate  proceeding  to
consider  to what  extent the cable  must-carry  requirements  will apply to DTV
signals.

     Implementation of digital  television will improve the technical quality of
television signals received by viewers.  Under certain  circumstances,  however,
conversion to digital operation may reduce a station's  geographic coverage area
or result in some increased interference.  The FCC's DTV allotment plan may also
result in UHF  stations  having  considerably  less signal  power  within  their
service areas than present VHF stations  that move to DTV channels.  The Company
has filed with the FCC a petition for reconsideration of the FCC's DTV allotment
plan because of its concerns  with respect to the relative DTV signal  powers of
VHF/UHF and UHF/UHF  stations.  Implementation  of digital  television will also
impose substantial  additional costs on television  stations because of the need
to replace  equipment  and because some  stations will need to operate at higher
utility  costs.  The  FCC is  also  considering  imposing  new  public  interest
requirements  on  television  licensees  in  exchange  for their  receipt of DTV
channels. The Company cannot predict what future actions the FCC might take with
respect  to DTV,  nor  can it  predict  the  effect  of the  FCC's  present  DTV
implementation plan or such future actions on the Company's business.

Proposed Changes

     The  Congress and the FCC have under  consideration,  and in the future may
consider and adopt, new laws,  regulations and policies regarding a wide variety
of matters that could affect, directly or indirectly,  the operation,  ownership
and  profitability of the Company's  broadcast  stations,  result in the loss of
audience share and advertising  revenues for the Company's  broadcast  stations,
and affect the ability of the Company to acquire  additional  broadcast stations
or finance such  acquisitions.  In addition to the changes and proposed  changes
noted above, such matters may include, for example, the license renewal process,
spectrum use fees, political  advertising rates,  potential  restrictions on the
advertising of certain products (beer, wine and hard liquor,  for example),  and
the rules and  policies to be applied in  enforcing  the FCC's equal  employment
opportunity regulations. Other matters that could affect the Company's broadcast
properties  include   technological   innovations  and  developments   generally
affecting competition in the mass communications  industry, such as direct radio
and television  broadcast  satellite  service,  the continued  establishment  of
wireless cable systems and low power television stations, digital television and
radio  technologies,  and the advent of telephone  company  participation in the
provision of video programming service.

Other Considerations

     The foregoing  summary does not purport to be a complete  discussion of all
provisions  of the  Communications  Act or  other  congressional  acts or of the
regulations and policies of the FCC. For further  information,  reference should
be made to the Communications Act, other congressional acts, and regulations and
public notices promulgated from time to time by the FCC. There are additional

                                      S-48
regulations  and  policies  of the FCC and other  federal  agencies  that govern
political broadcasts, public affairs programming,  equal employment opportunity,
and other matters affecting the Company's business and operations.

ENVIRONMENTAL REGULATION

     Prior to the Company's ownership or operation of its facilities, substances
or  waste  that  are  or  might  be  considered   hazardous   under   applicable
environmental  laws may have been  generated,  used,  stored or  disposed  of at
certain of those facilities.  In addition,  environmental conditions relating to
the soil and groundwater at or under the Company's facilities may be affected by
the proximity of nearby properties that have generated, used, stored or disposed
of hazardous  substances.  As a result,  it is possible  that the Company  could
become subject to  environmental  liabilities  in the future in connection  with
these facilities under applicable  environmental laws and regulations.  Although
the  Company   believes  that  it  is  in  substantial   compliance   with  such
environmental  requirements,  and have not in the past  been  required  to incur
significant  costs in connection  therewith,  there can be no assurance that the
Company's  costs to  comply  with such  requirements  will not  increase  in the
future.  The Company  presently  believes that none of its  properties  have any
condition  that is likely to have a  material  adverse  effect on the  Company's
financial condition or results of operations.

COMPETITION

     The Company's  television and radio stations compete for audience share and
advertising revenue with other television and radio stations in their respective
DMAs or MSAs,  as well as with  other  advertising  media,  such as  newspapers,
magazines,  outdoor advertising,  transit advertising,  yellow page directories,
direct mail and local cable and wireless cable  systems.  Some  competitors  are
part of larger organizations with substantially greater financial, technical and
other resources than the Company.

     Television Competition. Competition in the television broadcasting industry
occurs  primarily in  individual  DMAs.  Generally,  a  television  broadcasting
station in one DMA does not compete with  stations in other DMAs.  The Company's
television stations are located in highly competitive DMAs. In addition, certain
of the Company's DMAs are overlapped by both  over-the-air and cable carriage of
stations in adjacent  DMAs,  which tends to spread  viewership  and  advertising
expenditures over a larger number of television stations.

     Broadcast  television  stations compete for advertising  revenues primarily
with other  broadcast  television  stations,  radio  stations  and cable  system
operators serving the same market.  Traditional  Network  programming  generally
achieves higher  household  audience levels than Fox, WB and UPN programming and
syndicated programming aired by independent stations.  This can be attributed to
a combination of factors, including the Traditional Networks' efforts to reach a
broader audience,  generally better signal carriage  available when broadcasting
over VHF channels 2 through 13 versus  broadcasting over UHF channels 14 through
69 and the  higher  number of hours of  Traditional  Network  programming  being
broadcast weekly. However, greater amounts of advertising time are available for
sale during Fox, UPN and WB programming and non-network syndicated  programming,
and as a result the Company  believes that the Company's  programming  typically
achieves a share of  television  market  advertising  revenues  greater than its
share of the market's audience.

     Television  stations  compete for audience share  primarily on the basis of
program  popularity,  which has a direct effect on  advertising  rates.  A large
amount of the  Company's  prime time  programming  is  supplied  by Fox and to a
lesser extent WB, UPN, ABC and CBS. In those periods,  the Company's  affiliated
stations are totally dependent upon the performance of the networks' programs in
attracting  viewers.  Non-network  time  periods are  programmed  by the station
primarily  with  syndicated  programs  purchased for cash,  cash and barter,  or
barter-only,  and also  through  self-produced  news,  public  affairs and other
entertainment programming.

     Television  advertising rates are based upon factors which include the size
of the DMA in which the  station  operates,  a  program's  popularity  among the
viewers  that an  advertiser  wishes  to  attract,  the  number  of  advertisers
competing for the available  time, the  demographic  makeup of the DMA served by
the  station,  the  availability  of  alternative  advertising  media in the DMA
(including radio and cable),

                                      S-49
the  aggressiveness  and knowledge of sales forces in the DMA and development of
projects, features and programs that tie advertiser messages to programming. The
Company  believes that its sales and programming  strategies allow it to compete
effectively for advertising within its DMAs.

     Other  factors  that are  material to a  television  station's  competitive
position include signal coverage, local program acceptance, network affiliation,
audience  characteristics and assigned broadcast  frequency.  Historically,  the
Company's UHF broadcast  stations  have suffered a competitive  disadvantage  in
comparison   to  stations  with  VHF   broadcast   frequencies.   This  historic
disadvantage has gradually declined through (i) carriage on cable systems,  (ii)
improvement   in  television   receivers,   (iii)   improvement   in  television
transmitters, (iv) wider use of all channel antennae, (v) increased availability
of  programming,  and (vi) the  development  of new networks such as Fox, WB and
UPN.

     The broadcasting  industry is continuously faced with technical changes and
innovations, the popularity of competing entertainment and communications media,
changes in labor conditions, and governmental restrictions or actions of federal
regulatory  bodies,  including  the FCC,  any of  which  could  possibly  have a
material  effect on a television  station's  operations  and profits.  There are
sources of video service other than conventional  television stations,  the most
common being cable  television,  which can increase  competition for a broadcast
television station by bringing into its market distant  broadcasting signals not
otherwise available to the station's audience,  serving as a distribution system
for national satellite-delivered programming and other non-broadcast programming
originated on a cable system and selling  advertising time to local advertisers.
Other  principal   sources  of  competition   include  home  video   exhibition,
direct-to-home broadcast satellite television ("DBS") entertainment services and
multichannel  multipoint  distribution services ("MMDS").  Moreover,  technology
advances and regulatory  changes  affecting  programming  delivery through fiber
optic telephone lines and video  compression  could lower entry barriers for new
video channels and encourage the development of increasingly specialized "niche"
programming.   The  1996  Act  permits  telephone  companies  to  provide  video
distribution  services via radio  communication,  on a common carrier basis,  as
"cable  systems"  or  as  "open  video  systems,"  each  pursuant  to  different
regulatory   schemes.   The  Company  is  unable  to  predict  the  effect  that
technological  and  regulatory  changes  will have on the  broadcast  television
industry and on the future  profitability  and value of a  particular  broadcast
television station.

     The FCC  authorizes DBS services  throughout the United States.  Currently,
two FCC permitees,  DirecTV and United States  Satellite  Broadcasting,  provide
subscription  DBS services via  high-power  communications  satellites and small
dish receivers,  and other companies provide  direct-to-home video service using
lower powered satellites and larger receivers. Additional companies are expected
to commence direct-to-home  operations in the near future. DBS and MMDS, as well
as other new technologies,  will further increase competition in the delivery of
video programming.

     The Company  cannot  predict what other  matters might be considered in the
future,  nor can it judge in advance what impact, if any, the  implementation of
any of these proposals or changes might have on its business.

     The  Company   believes  that  television   broadcasting  may  be  enhanced
significantly   by  the  development  and  increased   availability  of  digital
broadcasting service technology. This technology has the potential to permit the
Company to provide viewers multiple channels of digital  television over each of
its  existing  standard  channels,  to  provide  certain  programming  in a high
definition  television  format and to deliver  various forms of data,  including
data  on  the  Internet,  to  home  and  business  computers.  These  additional
capabilities  may provide the Company with  additional  sources of revenue.  The
Company has announced its intention to provide  multiple  channels of television
on its  allocated  portions of the  broadcast  spectrum.  The  Company  plans to
provide additional broadcast  programming and transmitted data on a subscription
basis,  and  continue  to  provide  its  current  TV  program  channels  without
subscription fees. This digital broadcasting service technology is not currently
available  to the viewing  public and a successful  transition  from the current
analog broadcast format to a digital format may take many years. There can be no
assurance  that the Company's  efforts to take  advantage of the new  technology
will be commercially successful.

     The Company also competes for programming,  which involves negotiating with
national  program  distributors  or  syndicators  that sell  first-run and rerun
packages of programming. The Company's sta-

                                      S-50
tions compete for exclusive access to those programs against in-market broadcast
station  competitors  for syndicated  products.  Cable systems  generally do not
compete with local stations for  programming,  although  various  national cable
networks from time to time have acquired programs that would have otherwise been
offered to local television  stations.  Public  broadcasting  stations generally
compete  with  commercial  broadcasters  for  viewers  but not  for  advertising
dollars.

     Historically,  the cost of programming has increased because of an increase
in the number of new Independent stations and a shortage of quality programming.
However,  the  Company  believes  that over the past five years  program  prices
generally have stabilized.

     The  Company  believes  it  competes  favorably  against  other  television
stations  because of its  management  skill and  experience,  the ability of the
Company  historically to generate revenue share greater than its audience share,
the network  affiliations  and its local program  acceptance.  In addition,  the
Company  believes  that it benefits  from the  operation  of multiple  broadcast
properties,   affording  it  certain  nonquantifiable  economies  of  scale  and
competitive advantages in the purchase of programming.

     Radio Competition. Radio broadcasting is a highly competitive business, and
each of the radio stations  operated by the Company  competes for audience share
and  advertising  revenue  directly with other radio  stations in its geographic
market,  as well as with other media,  including  television,  cable television,
newspapers,  magazines,  direct mail and  billboard  advertising.  The  audience
ratings and advertising  revenue of each of such stations are subject to change,
and any adverse  change in a  particular  market  could have a material  adverse
effect on the revenue of such radio stations  located in that market.  There can
be no assurance  that any one of the  Company's  radio  stations will be able to
maintain or increase its current audience ratings and radio advertising  revenue
market share.

     The  Company  will  attempt to improve  each  radio  station's  competitive
position  with  promotional  campaigns  designed  to enhance and  reinforce  its
identities with the listening public.  Extensive market research is conducted in
order to identify specific  demographic  groups and design a programming  format
for those groups.  The Company seeks to build a strong listener base composed of
specific  demographic  groups in each market,  and thereby  attract  advertisers
seeking to reach these listeners.  Aside from building its stations'  identities
and  targeting  its  programming  at  specific  demographic  groups,  management
believes  that the Company  also  obtains a  competitive  advantage by operating
duopolies or multiple stations in the nation's larger mid-size markets.

     The radio  broadcasting  industry is also subject to  competition  from new
media technologies that are being developed or introduced,  such as the delivery
of  audio  programming  by  cable  television   systems  and  by  digital  audio
broadcasting  ("DAB"). DAB may provide a medium for the delivery by satellite or
terrestrial  means of  multiple  new  audio  programming  formats  to local  and
national   audiences.   The  FCC  has  issued  licenses  for  two  DAB  systems.
Historically,  the  radio  broadcasting  industry  has  grown  in terms of total
revenues  despite  the  introduction  of new  technologies  for the  delivery of
entertainment   and  information,   such  as  television   broadcasting,   cable
television,  audio tapes and compact disks. There can be no assurance,  however,
that the development or  introduction in the future of any new media  technology
will not have an adverse effect on the radio broadcast industry.

EMPLOYEES

     As of August 20, 1997, the Company had approximately 2,300 employees.  With
the  exception  of certain of the  employees  of KOVR-TV,  KDNL-TV,  WBEN-AM and
WWL-AM,  none of the  employees  are  represented  by  labor  unions  under  any
collective  bargaining  agreement.  No  significant  labor  problems  have  been
experienced  by the  Company,  and  the  Company  considers  its  overall  labor
relations to be good.

LEGAL PROCEEDINGS

     On July 14,  1997,  Sinclair  publicly  announced  that it had  reached  an
agreement for certain of its owned and/or programmed  television  stations which
are currently affiliated with UPN to become affiliated with WB beginning January
16,  1998.  On August 1, 1997,  UPN  informed  Sinclair  that it did not believe
Sinclair or its  affiliates  had provided  proper notice of its intention not to
extend the UPN

                                      S-51
affiliation  agreements  beyond January 15, 1998, and,  accordingly,  that these
agreements had been automatically renewed through January 15, 2001.

     In August 1997,  UPN filed an action in Los Angeles  Superior Court against
the Company,  seeking  declaratory  relief and specific  performance  or, in the
alternative,  unspecified  damages and alleging that neither the Company nor its
affiliates  provided  proper notice of their intention not to extend the current
UPN affiliations  beyond January 15, 1998.  Certain  subsidiaries of the Company
have filed an action in the Circuit Court for Baltimore City seeking declaratory
relief that their notice was effective to terminate the  affiliations on January
15, 1998.  Although the Company  believes that proper notice of intention not to
extend was provided to UPN,  there can be no assurance  that the Company and its
subsidiaries  will  prevail in these  proceedings  or that the  outcome of these
proceedings,  if adverse to the  Company and its  subsidiaries,  will not have a
material adverse effect on the Company.

     The  Company  currently  and from time to time is  involved  in  litigation
incidental  to the  conduct of its  business.  Except as  described  above,  the
Company is not a party to any lawsuit or  proceeding  that in the opinion of the
Company will have a material adverse effect.

                                      S-52
MANAGEMENT

     Set forth below is certain information  relating to the Company's executive
officers,  directors,  certain  key  employees  and  persons  expected to become
executive officers, directors or key employees.

         NAME            AGE                       TITLE
---------------------   ----- -----------------------------------------------
David D. Smith.........  46    President, Chief Executive Officer, Director
                               and Chairman of the Board
Frederick G. Smith ....  48    Vice President and Director
J. Duncan Smith........  43    Vice President, Secretary and Director
Robert E. Smith........  34    Vice President, Treasurer and Director
David B. Amy...........  44    Chief Financial Officer
Barry Drake............  45    Chief Operating Officer, SCI Radio
Alan B. Frank..........  47    Regional Director, SCI
Robert Gluck...........  39    Regional Director, SCI
Michael Granados ......  42    Regional Director, SCI
Steven M. Marks........  40    Regional Director, SCI
John T. Quigley........  54    Regional Director, SCI
Frank Quitoni..........  52    Regional Director, SCI
M. William Butler .....  44    Vice President/Group Program Director, SCI
Michael Draman.........  48    Vice President/TV Sales and Marketing, SCI
Stephen A. Eisenberg...  55    Vice President/Director of National Sales, SCI
Nat Ostroff............  56    Vice President/New Technology
Delbert R. Parks, III..  44    Director of Operations and Engineering, SCI
Robert E. Quicksilver..  42    Vice President/General Counsel, SCI
Thomas E. Severson ....  33    Corporate Controller
Michael E. Sileck .....  37    Vice President/Finance, SCI
Robin A. Smith.........  41    Chief Financial Officer, SCI Radio
Patrick J. Talamantes..  33    Director of Corporate Finance
Lawrence E. McCanna ...  53    Director
Basil A. Thomas........  82    Director

     In addition to the foregoing, the following persons have agreed to serve as
executive  officers and/or directors of the Company as soon as permissible under
the rules of the FCC and applicable laws.

        NAME            AGE                       TITLE
--------------------   ----- ----------------------------------------------
Barry Baker...........  45    Executive Vice President Of The Company,
                              Chief Executive Officer of SCI and Director
Kerby Confer..........  56    Chief Executive Officer, SCI Radio
Roy F. Coppedge, III..  49    Director

     In  connection  with the River  City  Acquisition,  the  Company  agreed to
increase  the size of the  Board of  Directors  from  seven  members  to nine to
accommodate  the  prospective  appointment  of each of  Barry  Baker  and Roy F.
Coppedge,  III or such other designee as Boston  Ventures may select.  Mr. Baker
and Mr. Confer currently serve as consultants to the Company.

     Members of the Board of Directors are elected for one-year  terms and until
their  successors  are  duly  elected  and  qualified.  Executive  officers  are
appointed  by the Board of Directors  annually to serve for  one-year  terms and
until their successors are duly appointed and qualified.

     On July 30, 1997 William E. Brock  submitted  and the Company  accepted his
resignation from the Company's Board of Directors. Currently, no action has been
taken by the Board of Directors to identify a replacement for Mr. Brock.

     David D.  Smith has  served  as  President,  Chief  Executive  Officer  and
Chairman of the Board since September 1990.  Prior to that, he served as General
Manager  of  WPTT  from  1984,   and  assumed  the  financial  and   engineering
responsibility  for the Company,  including the construction of WTTE in 1984. In
1980,  Mr. Smith  founded  Comark  Television,  Inc.,  which applied for and was
granted the permit for WPXT-TV in Portland, Maine and which purchased WDSI-TV in
Chattanooga, Tennessee. WPXT-TV

                                      S-53
was sold one year after  construction  and  WDSI-TV was sold two years after its
acquisition.  From 1978 to 1986,  Mr. Smith  co-founded and served as an officer
and  director  of  Comark  Communications,   Inc.,  a  company  engaged  in  the
manufacture  of  high  power  transmitters  for  UHF  television  stations.  His
television  career  began  with  WBFF  in  Baltimore,  where  he  helped  in the
construction  of the station and was in charge of  technical  maintenance  until
1978.  David D. Smith,  Frederick G. Smith,  J. Duncan Smith and Robert E. Smith
are brothers.

     Frederick G. Smith has served as Vice  President of the Company  since 1990
and as a Director  since 1986.  Prior to joining the Company in 1990,  Mr. Smith
was an oral and  maxillofacial  surgeon  engaged  in  private  practice  and was
employed by Frederick G. Smith, M.S., D.D.S.,  P.A., a professional  corporation
of which Mr. Smith was the sole officer, director and stockholder.

     J. Duncan Smith has served as Vice  President,  Secretary and a Director of
the Company since 1988. Prior to that, he worked for Comark Communications, Inc.
installing  UHF  transmitters.  In addition,  he also worked  extensively on the
construction  of WPTT in Pittsburgh,  WTTE in Columbus,  WIIB in Bloomington and
WTTA in St. Petersburg,  as well as on the renovation of the new studio, offices
and news facility for WBFF in Baltimore.

     Robert E. Smith has served as Vice  President,  Secretary and a Director of
the Company  since 1988.  Prior to that,  he served as Program  Director at WBFF
from 1986 to 1988.  Prior to that, he assisted in the  construction  of WTTE and
also worked for Comark Communications, Inc. installing UHF transmitters.

     David B. Amy has served as Chief Financial Officer ("CFO") since October of
1994. In addition, he serves as Secretary of Sinclair Communications,  Inc., the
Company subsidiary which owns and operates the broadcasting operations. Prior to
his appointment as CFO Mr. Amy served as the Corporate Controller of the Company
beginning in 1986 and has been the Company's Chief Accounting Officer since that
time. Mr. Amy has over thirteen years of broadcast experience, having joined the
Company as a business  manager for WPTT in  Pittsburgh.  Mr. Amy received an MBA
degree from the University of Pittsburgh in 1981.

     Barry  Drake  has  served as Chief  Operating  Officer  of SCI Radio  since
completion  of the River  City  Acquisition.  Prior to that  time,  he was Chief
Operating  Officer --  Keymarket  Radio  Division of River City since July 1995.
Prior to that time, he was President  and Chief  Operating  Officer of Keymarket
since 1988.  From 1985  through  1988,  Mr.  Drake  performed  the duties of the
President of each of the Keymarket  broadcasting  entities,  with responsibility
for three stations located in Houston, St. Louis and Detroit.

     Alan B. Frank has served as Regional  Director  for the  Company  since May
1994. As Regional  Director,  Mr. Frank is  responsible  for the  Pittsburgh and
Kansas City markets.  Prior to his appointment to Regional  Director,  Mr. Frank
served as General Manager of WPGH beginning in September 1991.

     Robert  Gluck has served as Regional  Director of the Company  since August
1997.  As Regional  Director,  Mr. Gluck is  responsible  for the  Milwaukee and
Raleigh/Durham  markets.  Prior to joining  the  Company,  Mr.  Gluck  served as
General Manager at WTIC-TV in the  Hartford-New  Haven market.  Prior to joining
WTIC-TV in 1988,  Mr.  Gluck  served as National  Sales  Manager and Local Sales
Manager of WLVI-TV  in Boston.  Before  joining  WLVI-TV,  Mr.  Gluck  served in
various  sales and  management  capacities in with New York  advertising  agency
firms.

     Michael  Granados  has served as a Regional  Director of the Company  since
July 1996.  As a Regional  Director,  Mr.  Granados is  responsible  for the San
Antonio,  Des  Moines,  Peoria and Las Vegas  markets.  Prior to July 1996,  Mr.
Granados has served in various  positions with the Company and, before the River
City  Acquisition,  with River City.  He served as the General  Sales Manager of
KABB from 1989 to 1993,  the Station  Manager and Director of Sales of WTTV from
1993 to 1994  and the  General  Manager  of WTTV  prior  to his  appointment  as
Regional Director in 1996.

     Steven M. Marks has  served as  Regional  Director  for the  Company  since
October 1994. As Regional Director,  Mr. Marks is responsible for the Baltimore,
Norfolk,  Flint and  Birmingham  markets.  Prior to his  appointment as Regional
Director,  Mr.  Marks served as General  Manager for WBFF since July 1991.  From
1986 until  joining WBFF in 1991,  Mr. Marks served as General  Sales Manager at
WTTE. Prior to that time, he was national sales manager for WFLX-TV in West Palm
Beach, Florida.

                                      S-54
John T. Quigley has served as a Regional Director of the Company since June
1996.  As  Regional  Director,  Mr.  Quigley is  responsible  for the  Columbus,
Cincinnati, and Oklahoma City markets. Prior to that time, Mr. Quigley served as
general  manager of WTTE since July 1985.  Prior to joining  WTTE,  Mr.  Quigley
served in  broadcast  management  positions at WCPO-TV in  Cincinnati,  Ohio and
WPTV-TV in West Palm Beach, Florida.

     Frank  Quitoni has served as a Regional  Director  since  completion of the
River City Acquisition. As Regional Director, Mr. Quitoni is responsible for the
St.  Louis,   Sacramento,   Indianapolis  and   Asheville/Greenville/Spartanburg
markets.  Prior to joining the Company,  he was Vice President of Operations for
River City since 1995.  Mr. Quitoni had served as the Director of Operations and
Engineering  for River City since 1994.  Prior thereto Mr.  Quitoni  served as a
consultant  to CBS  beginning in 1989.  Mr.  Quitoni was the Director of Olympic
Operations  for CBS Sports for the 1992 Winter  Olympic Games and consulted with
CBS for the 1994 Winter  Olympic  Games.  Mr.  Quitoni was awarded the Technical
Achievement Emmy for the 1992 and 1994 CBS Olympic broadcasts.

     M. William Butler has served as Vice President/Group  Program Director, SCI
since 1997.  From 1995 to 1997,  Mr. Butler served as Director of Programming at
KCAL, the Walt Disney Company station in Los Angeles,  California.  From 1991 to
1995,  he was Director of Marketing  and  Programming  at WTXF in  Philadelphia,
Pennsylvania  and  prior to that he held the same  position  at WLVI in  Boston,
Massachusetts.   Mr.  Butler  attended  the  Graduate  Business  School  of  the
University of Cincinnati from 1975 to 1976.

     Michael Draman has served as Vice  President/TV  Sales and  Marketing,  SCI
since 1997.  From 1995 until  joining the  Company,  Mr.  Draman  served as Vice
President of Revenue Development for New World Television. From 1983 to 1995, he
was  Director of Sales and  Marketing  for WSVN in Miami,  Florida.  Mr.  Draman
attended The American University and The Harvard Business School and served with
the U.S. Marine Corps in Vietnam.

     Stephen A.  Eisenberg has served as Director of National  Sales,  SCI since
November  1996.  Prior to joining the  Company,  he worked since 1975 in various
capacities   at   Petry   Television,    including   most   recently   as   Vice
President/Director of Sales with total national sales responsibility for KTTV in
Los Angeles, California,  KCPQ-TV in Seattle, Washington,  WTNH-TV in New Haven,
Connecticut,  WKYC-TV  in  Cleveland,  Ohio,  WBIR-TV in  Knoxville,  Tennessee,
WKEF-TV in Dayton,  Ohio and  WTMJ-TV in  Milwaukee,  Wisconsin.  Mr.  Eisenberg
received an MS degree in Journalism from  Northwestern's  Medill School and a BA
degree from Brooklyn College.

     Nat Ostroff has served as Vice President for New  Technology  since joining
the Company in January of 1996. From 1981 until joining the Company,  he was the
President and CEO of Comark  Communication  Inc., a leading  manufacturer of UHF
transmission equipment. While at Comark, Mr. Ostroff was nominated and awarded a
Prime  Time  Emmy  Award  for  outstanding   engineering   achievement  for  the
development of new UHF  transmitter  technologies  in 1993. In 1968, Mr. Ostroff
founded Acrodyne Industries Inc., a manufacturer of TV transmitters and a public
company and served as its first  President  and CEO.  Mr.  Ostroff  holds a BSEE
degree from Drexel University and an MEEE degree from New York University. He is
a member of several industry organizations, including, AFCCE, IEEE and SBE.

     Delbert  R.  Parks  III has  served as Vice  President  of  Operations  and
Engineering  since the completion of the River City  Acquisition.  Prior to that
time, he was Director of Operations and  Engineering for WBFF and Sinclair since
1985,  and has  been  with the  Company  for 25  years.  He is  responsible  for
planning,  organizing and implementing  operational and engineering policies and
strategies as they relate to television and computer systems.  Currently,  he is
consolidating  facilities  for  Sinclair's  television  stations  and  has  just
completed a digital  facility for  Sinclair's  news and  technical  operation in
Pittsburgh. Mr. Parks is also a Lieutenant Colonel in the Maryland Army National
Guard and commands the 1st Battalion, 175th Infantry (Light).

     Robert E.  Quicksilver has served as Vice  President/General  Counsel,  SCI
since completion of the River City Acquisition.  Prior to that time he served as
General  Counsel of River  City since  September  1994.  From 1988 to 1994,  Mr.
Quicksilver was a partner of the law firm of Rosenblum, Goldenhersh, Silverstein
and Zafft,  P.C. in St.  Louis.  Mr.  Quicksilver  holds a B.A.  from  Dartmouth
College and a J.D. from the University of Michigan.

                                      S-55
Thomas E. Severson has served as Corporate  Controller  since January 1997.
Prior to that time, Mr. Severson  served as Assistant  Controller of the Company
since 1995.  Prior to joining the Company,  Mr.  Severson held  positions in the
audit  departments  of KPMG Peat Marwick LLP and Deloitte & Touche LLP from 1991
to 1995.  Mr.  Severson is a graduate of the  University  of Baltimore  and is a
Certified Public Accountant.

     Michael  E.  Sileck  has  served  as Vice  President/Finance  of SCI  since
completion  of the River City  Acquisition.  Prior to that time he served as the
Director of Finance for River City since 1993.  Mr.  Sileck joined River City in
July 1990 as Director of Finance and Business Affairs for KDNL-TV. Mr. Sileck is
an  active  member  of the  Broadcast  Cable  Financial  Management  Association
("BCFM") and was a Director of BCFM from 1993 to 1996. Mr.  Sileck,  a Certified
Public  Accountant,  received  a B.S.  degree in  Accounting  from  Wayne  State
University and an M.B.A. in Finance from Oklahoma City University.

     Robin A. Smith has served as Chief Financial Officer,  SCI Radio since June
1996.  From 1993 until joining the Company,  Ms. Smith served as Vice  President
and Chief  Financial  Officer of the Park Lane Group of Menlo Park,  California,
which owned and operated  small market radio  stations.  From 1982 to 1993,  she
served as Vice President and Treasurer of Edens  Broadcasting,  Inc. in Phoenix,
Arizona, which owns and operates radio stations in major markets. Ms. Smith is a
graduate of the Arizona State University and is a Certified Public Accountant.

     Patrick J.  Talamantes  has served as  Director  of  Corporate  Finance and
Treasurer of SCI since completion of the River City  Acquisition.  Prior to that
time, he served as Treasurer for River City since April 1995. From 1991 to 1995,
he was a Vice President with Chemical  Bank,  where he completed  financings for
clients in the cable, broadcasting, publishing and entertainment industries. Mr.
Talamantes holds a B.A. degree from Stanford  University and an M.B.A.  from the
Wharton School at the University of Pennsylvania.

     Lawrence E.  McCanna  has served as a Director  of the  Company  since July
1995. Mr. McCanna has been a partner of the accounting firm of Gross, Mendelsohn
&  Associates,  P.A.,  since 1972 and has served as its managing  partner  since
1982. Mr. McCanna has served on various  committees of the Maryland  Association
of  Certified  Public  Accountants  and was  chairman of the  Management  of the
Accounting Practice  Committee.  He is also a former member of the Management of
an Accounting  Practice  Committee of the American Institute of Certified Public
Accountants.  Mr.  McCanna  is a member of the board of  directors  of  Maryland
Special Olympics.

     Basil A.  Thomas has served as a Director  of the  Company  since  November
1993. He is of counsel to the Baltimore law firm of Thomas & Libowitz,  P.A. and
has been in the private  practice of law since  1983.  From 1961 to 1968,  Judge
Thomas  served as an Associate  Judge on the Municipal  Court of Baltimore  City
and, from 1968 to 1983, he served as an Associate  Judge of the Supreme Bench of
Baltimore  City.  Judge Thomas is a trustee of the University of Baltimore and a
member of the American Bar Association  and the Maryland State Bar  Association.
Judge Thomas attended the College of William & Mary and received his L.L.B. from
the University of Baltimore.  Judge Thomas is the father of Steven A. Thomas,  a
senior attorney and founder of Thomas & Libowitz, counsel to the Company.

     Barry Baker has been the Chief Executive  Officer of River City since 1989,
and is the President of the corporate  general  partner of River City and Better
Communications,  Inc. ("BCI"). The principal business of both River City and BCI
is  television  and  radio  broadcasting.  In  connection  with the  River  City
Acquisition, the Company agreed to appoint Mr. Baker Executive Vice President of
the  Company  and to elect him as a Director  at such time as he is  eligible to
hold those positions under applicable FCC regulations.  He currently serves as a
consultant to the Company.

     Kerby Confer served as a member of the Board of  Representatives  and Chief
Executive  Officer --  Keymarket  Radio  Division of River City since July 1995.
Prior  thereto,  Mr. Confer served as Chairman of the Board and Chief  Executive
Officer of Keymarket  since its founding in December 1981.  Prior to engaging in
the  acquisition  of various radio stations in 1975, Mr. Confer held a number of
jobs in the broadcast business, including serving as Managing Partner of a radio
station in Annapolis, Maryland from 1969 to 1975. From 1966 to 1969, he hosted a
pop music television show on WBAL-TV (Baltimore) and

                                      S-56
WDCA-TV (Washington, D.C.). Prior thereto, Mr. Confer served as program director
or  producer/director  for radio and  television  stations  owned by Susquehanna
Broadcasting and Plough Broadcasting Company, Inc. Mr. Confer currently provides
services to the Company and is expected to become Chief Executive Officer of SCI
Radio at such time as he is eligible to hold this position under  applicable FCC
regulations.

     Roy F. Coppedge, III is a general partner of the general partner of each of
the Boston Ventures partnerships, limited partnerships primarily involved in the
business of investments.  Mr. Coppedge is a director of Continental Cablevision,
Inc., and American Media, Inc. and a member of the Board of  Representatives  of
Falcon Holding Group,  L.P. In connection with the River City  Acquisition,  the
Company  agreed  to elect  Mr.  Coppedge  as a  Director  at such  time as he is
eligible to hold that position under applicable FCC regulations.

EMPLOYMENT AGREEMENTS

     The Company has entered into an employment  agreement  with David D. Smith,
President and Chief Executive Officer of the Company.  David Smith's  employment
agreement  has an initial  term of three years and is renewable  for  additional
one-year terms, unless either party gives notice of termination not less than 60
days  prior  to  the   expiration  of  the  then  current  term.  The  Company's
Compensation   Committee   has  approved  an  increase  in  Mr.   Smith's  total
compensation  to  $1,200,000.  Mr. Smith is also entitled to  participate in the
Company's  Executive Bonus Plan based upon the performance of the Company during
the year. The employment  agreement  provides that the Company may terminate Mr.
Smith's  employment  prior to expiration of the agreement's  term as a result of
(i) a breach  by Mr.  Smith  of any  material  covenant,  promise  or  agreement
contained in the employment  agreement;  (ii) a dissolution or winding up of the
Company;  (iii) the disability of Mr. Smith for more than 210 days in any twelve
month period (as determined under the employment agreement);  or (iv) for cause,
which includes  conviction of certain crimes,  breach of a fiduciary duty to the
Company or the  stockholders,  or repeated  failure to exercise or undertake his
duties as an officer of the Company (each, a "Termination Event").

     In June  1995,  the  Company  entered  into an  employment  agreement  with
Frederick G. Smith, Vice President of the Company.  Frederick Smith's employment
agreement  has an initial  term of three years and is renewable  for  additional
one-year terms, unless either party gives notice of termination not less than 60
days prior to the expiration of the then current term. Under the agreement,  Mr.
Smith  receives a base salary of $260,000 and is also entitled to participate in
the Company's Executive Bonus Plan based upon the performance of the Company and
Mr. Smith during the year.  The employment  agreement  provides that the Company
may terminate Mr. Smith's employment prior to expiration of the agreement's term
as a result of a Termination Event.

     In June 1995,  the Company  entered into an  employment  agreement  with J.
Duncan Smith,  Vice  President and Secretary of the Company.  J. Duncan  Smith's
employment  agreement  has an initial term of three years and is  renewable  for
additional  one-year terms,  unless either party gives notice of termination not
less than 60 days prior to the  expiration of the then current  term.  Under the
agreement,  Mr. Smith receives a base salary of $270,000 and is also entitled to
participate in the Company's  Executive Bonus Plan based upon the performance of
the Company and Mr. Smith during the year.  The  employment  agreement  provides
that the Company may terminate Mr. Smith's employment prior to expiration of the
agreement's term as a result of a Termination Event.

     In June 1995, the Company entered into an employment  agreement with Robert
E. Smith,  Vice  President  and  Treasurer  of the  Company.  Robert E.  Smith's
employment  agreement  has an initial term of three years and is  renewable  for
additional  one-year terms,  unless either party gives notice of termination not
less than 60 days prior to the  expiration of the then current  term.  Under the
agreement,  Mr. Smith receives a base salary of $250,000 and is also entitled to
participate in the Company's  Executive Bonus Plan based upon the performance of
the Company and Mr. Smith during the year.  The  employment  agreement  provides
that the Company may terminate Mr. Smith's employment prior to expiration of the
agreement's term as a result of a Termination Event.

     In connection with the River City Acquisition,  the Company entered into an
employment  agreement  (the  "Baker  Employment  Agreement")  with  Barry  Baker
pursuant to which Mr. Baker will become President and Chief Executive Officer of
SCI and Executive Vice President of the Company at such time as

                                      S-57
Mr.  Baker  is able to hold  those  positions  consistent  with  applicable  FCC
regulations.  Until  such time as Mr.  Baker is able to become an officer of the
Company,  he serves as a  consultant  to the Company  pursuant  to a  consulting
agreement and receives  compensation  that he would be entitled to as an officer
under the Baker Employment Agreement.  While Mr. Baker acts as consultant to the
Company  he will not  direct  employees  of  Sinclair  in the  operation  of its
television  stations and will not perform services  relating to any shareholder,
bank financing or regulatory  compliance matters with respect to the Company. In
addition,  Mr. Baker will remain the Chief  Executive  Officer of River City and
will devote a  substantial  amount of his  business  time and  energies to those
services. Mr. Baker receives a base salary of approximately $1,135,200 per year,
subject to annual  increases of 7-1/2% on January 1 each year. Mr. Baker is also
entitled  to receive a bonus  equal to 2% of the  amount by which the  Broadcast
Cash Flow (as  defined  in the  Baker  Employment  Agreement)  of SCI for a year
exceeds the Broadcast Cash Flow for the  immediately  preceding  year. Mr. Baker
has received options to acquire 1,382,435 shares of the Class A Common Stock (or
3.33% of the common equity of Sinclair determined on a fully diluted basis as of
the date of the River City  Acquisition).  The option  became  exercisable  with
respect to 50% of the shares  upon  closing of the River City  Acquisition,  and
became  exercisable with respect to an additional 25% of the shares on the first
anniversary  of the  closing  of the River  City  Acquisition,  and will  become
exercisable  with respect to the remaining 25% on the second  anniversary of the
closing  of the River  City  Acquisition.  The  exercise  price of the option is
approximately  $30.11  per  share.  The term of the Baker  Employment  Agreement
extends  until  May  31,  2001,  and is  automatically  extended  to  the  third
anniversary  of any  Change of  Control  (as  defined  in the  Baker  Employment
Agreement).  If the Baker  Employment  Agreement is  terminated as a result of a
Series B Trigger Event (as defined below), then Mr. Baker shall be entitled to a
termination payment equal to the amount that would have been paid in base salary
for the remainder of the term of the  agreement  plus bonuses that would be paid
for such period  based on the average  bonus paid to Mr.  Baker for the previous
three years, and all options shall vest immediately  upon such  termination.  In
addition,  upon such a termination,  Mr. Baker shall have the option to purchase
from the Company  for the fair market  value  thereof  either (i) all  broadcast
operations of Sinclair in the St.  Louis,  Missouri DMA or (at the option of Mr.
Baker) the  Asheville/Greenville/Spartanburg,  South Carolina DMA or (ii) all of
the Company's  radio broadcast  operations.  Mr. Baker shall also have the right
following such a termination to receive  quarterly  payments  (which may be paid
either in cash or, at the  Company's  option,  in  additional  shares of Class A
Common  Stock)  equal to 5.00% of the  fair  market  value  (on the date of each
payment) of all stock  options and common stock issued  pursuant to the exercise
of such stock  options or pursuant to payments of this  obligation  in shares of
Class A Common  Stock and held by him at the time of such  payment  (except that
the first such payment  shall be 3.75% of such value).  The fair market value of
unexercised  options  for such  purpose  shall be equal to the  market  price of
underlying shares less the exercise price of the options.  Following termination
of Mr.  Baker's  employment  agreement,  the  Company  shall  have the option to
purchase the options and shares from Mr. Baker at their market value.  A "Series
B Trigger  Event" means the  termination  of Barry Baker's  employment  with the
Company  prior to the  expiration  of the  initial  five-year  term of the Baker
Employment  Agreement  (i) by the Company for any reason  other than "for cause"
(as  defined in the Baker  Employment  Agreement)  or (ii) by Barry  Baker under
certain  circumstances,  including (a) on 60 days' prior written notice given at
any time within 180 days following a Change of Control;  (b) if Mr. Baker is not
elected (and continued) as a director of Sinclair or SCI, as President and Chief
Executive  Officer of SCI or as Executive  Vice  President  of Sinclair,  or Mr.
Baker shall be removed from any such board or office; (c) upon a material breach
by Sinclair or SCI of the Baker Employment  Agreement which is not cured; (d) if
there shall be a material diminution in Mr. Baker's authority or responsibility,
or certain of his economic benefits are materially  reduced,  or Mr. Baker shall
be  required  to  work  outside  Baltimore;  or (e)  the  effective  date of his
employment as  contemplated  by clause (b) shall not have occurred by August 31,
1997.  Mr. Baker cannot be appointed to such  positions  with the Company or SCI
until the Company or SCI takes certain  actions with respect to WTTV and WTTK in
Indianapolis  or WTTE or WSYX in Columbus.  The Company will not be able to take
these actions prior to August 31, 1997 and accordingly Mr. Baker will be able to
terminate the Baker Employment Agreement at any time thereafter.

                                      S-58
GLOSSARY OF DEFINED TERMS

     "ABC" means Capital Cities/ABC, Inc.

     "Adjusted EBITDA" means broadcast cash flow less corporate overhead expense
and is a commonly used measure of performance for broadcast companies.  Adjusted
EBITDA does not purport to represent  cash  provided by operating  activities as
reflected  in the  Company's  consolidated  statements  of cash flows,  is not a
measure of financial  performance under generally accepted accounting principles
and should not be  considered  in isolation  or as a substitute  for measures of
performance   prepared  in  accordance   with  generally   accepted   accounting
principles.

     "Adjusted EBITDA margin" means the Adjusted EBITDA divided by net broadcast
revenues.

     "Amended   Certificate"   means  the  Amended  and  Restated   Articles  of
Incorporation of the Company as amended.

     "Arbitron" means Arbitron, Inc.

     "Bank  Credit  Agreement"  means  the Third  Amended  and  Restated  Credit
Agreement,  dated as of May 20,  1997,  among  the  Company,  the  Subsidiaries,
certain lenders named therein, and The Chase Manhattan Bank, as agent.

     "Board of Directors" means the board of directors of the Company.

     "Broadcast  cash flow  margin"  means  broadcast  cash flow  divided by net
broadcast revenues.

     "Broadcast  Cash Flow"  means  operating  income  plus  corporate  overhead
expenses,  special  bonuses  paid  to  executive  officers,   non-cash  deferred
compensation,   depreciation  and  amortization,  including  both  tangible  and
intangible assets and program rights, less cash payment for program rights. Cash
program  payments  represent cash payments made for current program payables and
sports  rights  and do not  necessarily  correspond  to program  usage.  Special
bonuses paid to executive officers are considered unusual and non-recurring. The
Company has presented  broadcast cash flow data,  which the Company believes are
comparable to the data provided by other companies in the industry, because such
data are commonly  used as a measure of  performance  for  broadcast  companies.
However,  broadcast cash flow (i) does not purport to represent cash provided by
operating  activities as reflected in the Company's  consolidated  statements of
cash  flow,  (ii) is not a measure  of  financial  performance  under  generally
accepted  accounting  principles and (iii) should not be considered in isolation
or as a  substitute  for measures of  performance  prepared in  accordance  with
generally accepted accounting principles.

     "CBS" means CBS, Inc.

     "Cincinnati/Kansas  City Acquisitions"  means the Company's  acquisition of
the assets and liabilities of WSTR-TV (Cincinnati, OH) and KSMO-TV (Kansas City,
MO).

     "Class A Common Stock" means the Company's Class A Common Stock,  par value
$.01 per share.

     "Class B Common Stock" means the Company's Class B Common Stock,  par value
$.01 per share.

     "Columbus   Option"  means  the  Company's  option  to  purchase  both  the
Non-License Assets and the License Assets relating to WSYX-TV, Columbus, OH.

     "Commission" means the Securities and Exchange Commission.

     "Common Stock" means the Class A Common Stock and the Class B Common Stock.

     "Common Stock Offering" means the Company's offering of 4,000,000 shares of
Class A Common Stock pursuant to a $1 billion shelf registration statement filed
by the Company on August 22, 1997.

     "Communications Act" means the Communications Act of 1934, as amended.

     "Company"  means  Sinclair  Broadcast  Group,  Inc.  and its  wholly  owned
subsidiaries.

     "Controlling  Stockholders"  means David D. Smith,  Frederick G. Smith,  J.
Duncan Smith and Robert E. Smith.

     "Convertible  Exchangeable  Preferred  Stock" means the Company's  Series D
Preferred Stock, par value $.01 per share.

     "DAB" means digital audio broadcasting.

                                      S-59
"DBS" means direct-to-home broadcast satellite television.

     "Debt Issuance" means the Company's private placement of the 1997 Notes, in
the principal amount of $200,000,000, on July 2, 1997.

     "Designated Market Area" or "DMA" means one of the 211 generally-recognized
television market areas.

     "DOJ" means the United States Justice Department.

     "DTV" means digital television.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "FCC" means the Federal Communications Commision.

     "FCN" means the Fox Children's Network.

     "Flint  Acquisition"  means  the  Company's  acquisition  of the  assets of
WSMH-TV (Flint, Michigan).

     "Fox" means Fox Broadcasting Company.

     "Glencairn" means Glencairn, Ltd. and its subsidiaries.

     "Greenville  Stations"  means radio  stations  WFBC-FM,  WORD-AM,  WFBC-AM,
WSPA-AM,  WSPA-FM,  WOLI-FM, and WOLT-FM located in the  Greenville/Spartanburg,
South Carolina area.

     "Heritage" means The News Corporation  Limited,  Heritage Media Group, Inc.
and certain subsidiaries of Heritage Media Corporation.

     "Heritage Acquisition" means the Company's acquisition of the assets of, or
the right to program pursuant to LMAs, six television  stations in three markets
and the assets of 24 ratio stations in seven  markets,  pursuant to the Heritage
Acquisition Agreements.

     "Heritage Acquisition Agreements" means the agreements entered into between
the Company and Heritage on July 16, 1997,  pursuant to which the Company agreed
to acquire certain television and radio stations of Heritage.

     "HSR" means the  Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, as
amended.

     "HYTOPS"  means the Company's 11 5/8 % High Yield Trust  Offered  Preferred
Securities issued pursuant to the HYTOPS Issuance.

     "HYTOPS  Issuance" means the Company's  private  placement of HYTOPS,  in a
liquidation amount of $200,000,000, on March 14, 1997.

     "Independent"  means a station that is not affiliated with any of ABC, CBS,
NBC, FOX, UPN or WB.

     "JSAs"  means  joint sales  agreements  pursuant to which an entity has the
right,  for a fee  paid  to  the  owner  and  operator  of a  station,  to  sell
substantially all of the commercial advertising on the station.

     "KSC" means Keymarket of South Carolina, Inc.

     "License  Assets" means the television  and radio station assets  essential
for  broadcasting  a television  or radio signal in compliance  with  regulatory
guidelines,  generally consisting of the FCC license, transmitter,  transmission
lines, technical equipment, call letters and trademarks,  and certain furniture,
fixtures and equipment.

     "License Assets Option" means the Company's  option to purchase the License
Assets of KDNL-TV, St. Louis, MO; KOVR-TV,  Sacramento, CA; WTTV-TV and WTTK-TV,
Indianapolis, IN; WLOS-TV, Asheville, NC; KABB-TV, San Antonio, TX; and KDSM-TV,
Des Moines,  IA,  which the Company has  exercised  with respect to all stations
other than WTTV-TV and WTTK-TV.

     "LMAs" means program  services  agreements,  time  brokerage  agreements or
local  marketing  agreements  pursuant to which an entity  provides  programming
services to television or radio stations that are not owned by the entity.

     "MSA" means the Metro Survey Area as defined by Arbitron.

                                      S-60
"MMDS" means multichannel multipoint distribution services.

     "NBC" means the National Broadcasting Company.

     "Nielsen" means the A.C. Nielsen Company Station Index dated May 1996.

     "1993 Notes" means the Company's 10% Senior Subordinated Notes due 2003.

     "1995 Notes" means the Company's 10% Senior Subordinated Notes due 2005.

     "1996  Acquisitions" means the 16 television and 33 radio stations that the
Company acquired,  obtained options to acquire, or obtained the right to program
during 1996 for an aggregate consideration of approximately $1.2 billion.

     "1997 Notes" means the  Company's  9% Senior  Subordinated  Notes due 2007,
issued pursuant to the Debt Issuance.

     "Non-License Assets" means the assets relating to operation of a television
or radio station other than License Assets.

     "Offerings"  means  the  Preferred  Stock  Offering  and the  Common  Stock
Offering.

     "Peoria/Bloomington  Acquisition"  means the  acquisition by the Company of
the assets of WYZZ-TV on July 1, 1996.

     "Preferred  Stock Offering" means that the Company's  Offering of 3,000,000
shares of  Convertible  Exchangeable  Preferred  Stock  pursuant to a $1 billion
shelf registration statement filed by the Company on August 22, 1997.

     "River City" means River City Broadcasting, L.P.

     "River City  Acquisition"  means the Company's  acquisition from River City
and the owner of KRRT of certain Non-License Assets,  options to acquire certain
License and  Non-License  Assets and rights to provide  programming or sales and
marketing for certain stations, which was completed May 31, 1996.

     "SCI" means Sinclair Communications, Inc., a wholly owned subsidiary of the
Company that holds all of the broadcast operations of the Company.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Series A  Preferred  Stock"  means  the  Company's  Series A  Exchangeable
Preferred  Stock,  par  value  $.01 per  share,  each  share  of which  has been
exchanged for a share of the Company's Series B Convertible Preferred Stock.

     "Series  B  Preferred  Stock"  means  the  Company's  Series B  Convertible
Preferred Stock, par value $.01 per share.

     "Series C Preferred  Stock" means the Company's  Series C Preferred  Stock,
par value $.01 per share.

     "Sinclair"  means  Sinclair  Broadcast  Group,  Inc.  and its wholly  owned
subsidiaries.

     "Superior  Acquisition"  means the  Company's  acquisition  of the stock of
Superior Communications, Inc. ("Superior").

     "TBAs" means time brokerage agreements; see definition of "LMAs."

     "Traditional   Networks"   means  each  of  ABC,  CBS  or  NBC,  singly  or
collectively.

     "UHF" means ultra-high frequency.

     "UPN" means United Paramount Television Network Partnership.

     "VHF" means very-high frequency.

     "WB" and the "WB Network" mean The WB Television Network Partners.

                                      S-61
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
                                            ---------------------------
                                            David B. Amy
                                            Chief Financial Officer/
                                            Principal Accounting Officer

Dated: August 29, 1997

                                      S-62