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
Date of Report (Date of earliest event reported) March 1, 1999
Meredith Corporation
(Exact name of registrant as specified in its charter)
Iowa 1-5128 42-0410230
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1716 Locust Street, Des Moines, Iowa 50309-3023
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code 515 - 284-3000
- 1 -
Item 2. Acquisition or Disposition of Assets.
On March 1, 1999, Meredith Corporation (the Company) acquired the assets of
WGNX-TV, the CBS affiliate serving the Atlanta market. As part of the
transaction, Meredith purchased the assets of KCPQ-TV, a FOX affiliate serving
the Seattle market, for $380 million from Kelly Television Co. The assets of
KCPQ-TV were then transferred to Tribune Company in exchange for the assets of
WGNX-TV and $10 million. The net cost of the acquisition of WGNX-TV was
approximately $370 million which management believes approximates the fair
value of the assets acquired based on current market conditions. The
acquisition was financed by a $200 million variable rate unsecured credit
agreement with a group of seven banks and the sale of $200 million in fixed
rate unsecured Senior Notes to five insurance companies. The bank credit
agreement requires periodic principal payments with the final payment due on
May 1, 2004. The Senior Notes mature in three installments between March 2005
and March 2006. The Company intends to continue the operation of WGNX-TV as a
CBS network-affiliated television station.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
(b) Pro forma financial information.
It is impractical to provide the required financial statements and pro
forma financial information as of this date. The required financial
statements and pro forma financial information will be filed as a Form
8-K/A with the Commission as soon as practicable, but not later than
May 16, 1999, as required.
(c) Exhibits
(2.1) Kelly Television Co. Agreement and Plan of Merger among Kelly
Television Co., J. S. Kelly L.L.C., G. G. Kelly L.L.C., Robert E.
Kelly, Meredith Corporation and KCPQ Acquisition Corp. dated as of
August 21, 1998. (Incorporated herein by reference to Exhibit 2.1
to the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1998.)
(2.2) Asset Exchange Agreement dated August 21, 1998 among Tribune
Broadcasting Company, WGNX Inc., Meredith Corporation and KCPQ
Acquisition Corp., with respect to KCPQ (TV), Seattle, Washington
and WGNX (TV), Atlanta, Georgia. (Incorporated herein by reference
to Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q for
the period ended September 30, 1998.)
(4.1) $200 million Note Purchase Agreement dated as of March 1, 1999
among Meredith Corporation, as issuer and seller, and named
purchasers.
(4.2) $200 million Credit Agreement dated as of December 10, 1998, among
Meredith Corporation, and certain banks specified therein, for whom
Wachovia Bank, N.A., is acting as Agent. (Incorporated herein by
reference to Exhibit 2 to the Company's Quarterly Report on Form
10-Q for the period ended December 31, 1998.)
(99) Press release dated March 1, 1999 issued by Meredith Corporation.
- 2 -
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, thereunto duly authorized.
MEREDITH CORPORATION
Registrant
(Stephen M. Lacy)
Stephen M. Lacy
Vice President - Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: March 15, 1999
- 3 -
Exhibit Index
Exhibit #
---------
(2.1) Kelly Television Co. Agreement and Plan of Merger among Kelly
Television Co., J. S. Kelly L.L.C., G. G. Kelly L.L.C., Robert
E. Kelly, Meredith Corporation and KCPQ Acquisition Corp. dated
as of August 21, 1998. (Incorporated herein by reference to
Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q for
the period ended September 30, 1998.)
(2.2) Asset Exchange Agreement dated August 21, 1998 among Tribune
Broadcasting Company, WGNX Inc., Meredith Corporation and KCPQ
Acquisition Corp., with respect to KCPQ (TV), Seattle,
Washington and WGNX (TV), Atlanta, Georgia. (Incorporated
herein by reference to Exhibit 2.2 to the Company's Quarterly
Report on Form 10-Q for the period ended September 30, 1998.)
(4.1) $200 million Note Purchase Agreement dated as of March 1, 1999
among Meredith Corporation, as issuer and seller, and named
purchasers.*
(4.2) $200 million Credit Agreement dated as of December 10, 1998,
among Meredith Corporation, and certain banks specified
therein, for whom Wachovia Bank, N.A., is acting as Agent.
(Incorporated herein by reference to Exhibit 2 to the
Company's Quarterly Report on Form 10-Q for the period ended
December 31, 1998.)
(99) Press release dated March 1, 1999 issued by Meredith
Corporation.
*Supplementary schedules to the Note Purchase Agreement are not
included in this Form 8-K filing. Copies of any of the
schedules and exhibits to this Note Purchase Agreement will be
furnished supplementary to the Commission upon request.