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 (1)
Date of Report (Date of earliest event reported): April 16, 2010
ALLBRITTON COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
Commission file number: 333-02302
| | |
| Delaware | | 74-1803105 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification no.) |
1000 Wilson Boulevard
Suite 2700
Arlington, VA 22209
(Address of principal executive offices, including zip code)
(703) 647-8700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14k-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| (1) | Pursuant to Section 15(d) of the Securities Exchange Act of 1934, the Company’s duty to file reports is automatically suspended as a result of having fewer than 300 holders of record of each class of its debt securities outstanding as of October 1, 2009, but the Company agreed under the terms of certain long-term debt to continue these filings in the future. |
On April 16, 2010, Allbritton Communications Company (the “Company”) announced that it intends to offer, subject to market and other conditions, $455 million aggregate principal amount of eight-year senior unsecured notes in a private offering. The Company intends to use the proceeds of the offering to finance the purchase of its outstanding $455 million senior subordinated notes pursuant to a tender offer commenced today. The press releases regarding commencement of the tender offer and proposed private notes offering are attached hereto as Exhibits 99.1 and 99.2. The foregoing description is qualified by reference in its entirety to such exhibits.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| | |
| 99.1 | | Press release dated April 16, 2010, regarding commencement of tender offer. |
| |
| 99.2 | | Press release dated April 16, 2010, regarding proposed private notes offering. |
SIGNATURES
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 thereunto duly authorized.
| | | | |
| | ALLBRITTON COMMUNICATIONS COMPANY |
| | (Registrant) |
| | |
| April 16, 2010 | | | | /S/ STEPHEN P. GIBSON |
| Date | | Name: | | Stephen P. Gibson |
| | Title: | | Senior Vice President and Chief Financial Officer |
