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BHC Communications and Pinelands to Merge, Killing Deal with Disney

May 8, 1992

TRENTON, N.J. (AP) _ Pinelands Inc., owner of superstation WWOR, and BHC Communications Inc., the country’s seventh-largest television broadcaster, announced a merger deal worth $310 million.

The merger would create a broadcasting company with distribution into one- fifth of U.S. homes, the companies said Thursday.

The merger, involving stock transactions valued at an estimated $310 million, would kill a $210 million deal announced in March under which Walt Disney Co. was to exchange its independent Los Angeles station, KCAL-TV, for a 45 percent stake in Pinelands.

The new deal calls for New York City-based BHC to buy all outstanding common shares of Pinelands for $18 per share cash, 50 percent over Pinelands’ Thursday closing price of $12 on the New York Stock Exchange.

″We are delighted that Pinelands shares our vision of the strategic opportunities that this transaction creates,″ said Evan C. Thompson, president of BHC’s Television Broadcasting Division.

″Coupling WWOR with our existing stations gives us distribution into nearly 20 percent of America’s households, including the top two television markets, and will rank BHC among the nation’s most powerful television broadcasting companies,″ Thompson said.

The deal follows an unsolicited proposal from BHC, which operates seven television stations, including one in Los Angeles. Two of BHC’s stations are wholly owned and five are owned by its 52 percent-owned subsidiary, United Television Inc. BHC’s signals reach nearly 13 percent of the country’s population.

The companies said Pinelands’ board of directors had decided the BHC merger was more beneficial to Pinelands and its shareholders than the proposed Disney deal and has notified Disney it is terminating that agreement.

″We have always felt that it is important to maximize shareholder value,″ said Larry Fraiberg, Pinelands chairman and chief executive officer. ″We believe that this transaction fits that criteria.″

Pinelands, based in Secaucus, N.J, is a holding company whose primary business is the operation of WWOR-TV, an independent VHF television station licensed to New Jersey. WWOR broadcasts across the country’s largest television market, reaching New York, New Jersey and Connecticut, and is carried to 13 million cable subscribers in 49 states.

WWOR produces the nationally syndicated ″Howard Stern Show,″ New York Mets baseball, other sports and news.

The merger has been approved by boards of directors of both companies but is subject to Federal Communications Commission approval and other conditions.

The companies said BHC will commence a tender offer at $18 per share by May 13. That offer will be followed by a merger in which any shares not tendered will be converted into cash at the offer price.

S-05-08-92 0116EDT

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