UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO Section 12 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 5, 2001
Lee Enterprises, Incorporated
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(Exact name of Registrant as specified in its Charter)
Delaware 1-6277 42-0823980
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
215 N. Main Street, Davenport, Iowa 52801
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(Address of principal executive offices)
(563) 383-2100
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(Registrant's telephone number, including area code)
LEE ENTERPRISES, INCORPORATED
ITEM 5. OTHER EVENTS
The Company has amended its Note Purchase Agreement dated as of March
15, 1998 (the "Agreement"). The Agreement, as amended as of August 30,
2001 (the "First Amendment"), (1) extends the period of time for
compliance with required reinvestment of the Net Proceeds Amount (as
defined in the Agreement) of approximately $251,000,000 from the sale of
the Company's broadcast businesses from October 1, 2001 to October 1,
2002, and (2) adds a Fixed Charges Coverage Ratio (as defined in the
First Amendment) to the Company's existing financial covenants.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 First Amendment to the Note Purchase Agreement, dated as of
August 30, 2001, by and among Lee Enterprises, Incorporated and the
Purchasers named therein dated as of March 15, 1998.
99.2 Note Purchase Agreement by and among Lee Enterprises,
Incorporated and the Purchasers named therein dated as of March 15,
1998 (incorporated herein by reference to the Issuer's Form 8-K,
dated March 31, 1998, and the Exhibit thereto).
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.
LEE ENTERPRISES, INCORPORATED
Date: September 5, 2001 /s/ Carl G. Schmidt
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Carl G. Schmidt
Vice President, Chief Financial Officer,
and Treasurer
FIRST AMENDMENT TO THE
NOTE PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO THE NOTE PURCHASE AGREEMENT, dated as of August 30, 2001
(this "Amendment"), amends the Note Purchase Agreement dated as of March 15,
1998 (the "Agreement"), is made between Lee Enterprises, Incorporated, a
Delaware corporation (the "Company") and each of the undersigned Purchasers
(collectively the "Purchasers").
RECITALS:
A. The Company and the Purchasers heretofore entered into separate and several
Agreements.
B. On October 1, 2000, the Company and its wholly-owned subsidiary, New Mexico
Broadcasting Co., completed the sale of their eight network-affiliated and
seven satellite stations to Emmis Communications Corporation (the "Emmis
Sale"), pursuant to the terms of a Purchase and Sale Agreement dated May 7,
2000, and on July 17, 2001, the Company and its wholly-owned subsidiary,
KMAZ, L.P., completed the sale of their sole remaining broadcast property,
KMAZ-TV, Las Cruces, New Mexico, to Council Tree Hispanic Broadcasters,
L.L.C. (the "Council Tree Sale"), pursuant to the terms of an Asset
Purchase Agreement dated December 29, 2000 (the Emmis Sale and the Council
Tree Sale are collectively, the "Broadcast Sale").
C. The Company has requested and the Purchasers have agreed to extend the
period of time for the Company's compliance with certain provisions of the
Agreement, but only in the respects set forth in this Amendment.
D. Capitalized terms used herein shall have the respective meanings ascribed
thereto in the Agreement unless herein defined or the context shall
otherwise require.
E. All requirements of law have been fully complied with and all other acts
and things necessary to make this Amendment a valid, legal and binding
instrument according to its terms for the purposes herein expressed have
been done or performed.
Section 1. AMENDMENTS.
1.1 Amendment of Time for Reinvestment. The Purchasers hereby extend the period
of time for compliance with the requirements of Section 10.4 (a)(ii)(C) of
the Agreement with respect to the Net Proceeds Amount of the Broadcast Sale
to October 1, 2002.
1.2 Fixed Charges Coverage Ratio. Section 10.8 of the Agreement is hereby added
as follows:
10.8 "Fixed Charges Coverage Ratio. The Company will not, at any time, permit
the Fixed Charges Coverage Ratio to be less than 2.5 to 1."
1.3 Defined Terms. Schedule B of the Agreement is hereby amended to add the
following terms:
"'Consolidated Net Income Available for Fixed Charges' means, with respect
to any period, consolidated operating income for such period plus
depreciation, amortization of intangible assets, interest income and Lease
Rentals, all determined in accordance with GAAP.
'Fixed Charges' means, with respect to any period, the sum of (a) Interest
Charges for such period and (b) Lease Rentals for such period.
'Fixed Charges Coverage Ratio' means, at any time, the ratio of (a)
Consolidated Net Income Available for Fixed Charges for the period of four
consecutive fiscal quarters ending on, or most recently ended prior to,
such time to (b) Fixed Charges for such period.
'Interest Charges' means, with respect to any period, interest expense
determined in accordance with GAAP.
'Lease Rentals' means, with respect to any period, the sum of the minimum
amount of rental and other obligations required to be paid during such
period by the Company or any Subsidiary as lessee under all leases of real
or personal property (other than Capital Leases), excluding any amounts
required to be paid by the lessee (whether or not therein designated as
rental or additional rental) (a) which are on account of maintenance and
repairs, insurance, taxes, assessments, water rates and similar charges, or
(b) which are based on profits, revenues or sales realized by the lessee
from the leased property or otherwise based on the performance of the
lessee."
Section 2. REPRESENTATIONS AND WARRANTIES.
2.1 The Company represents and warrants to Purchasers that as of the date
hereof and after giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing.
Section 3. CONDITIONS TO EFFECTIVENESS.
3.1 This Amendment shall not become effective until, and shall become effective
when, each and every one of the following conditions shall have been
satisfied:
(a) executed counterparts of this Amendment, duly executed by the Company
and the Required Holders, shall have been delivered to the Purchasers;
and
(b) the representations and warranties of the Company set forth in Article
5 of the Agreement are true and correct on the date of this Amendment,
except to the extent that such representations and warranties (a)
solely relate to an earlier date or (b) have been changed by
circumstances permitted by the Agreement.
Upon Purchaser's receipt of all of the foregoing, this Amendment shall
become effective.
Section 4. MISCELLANEOUS.
4.1 This Amendment shall be construed in connection with and as part of the
Agreement and shall be deemed an amendment, waiver and consent as provided
in Section 17 of the Agreement, and except as modified and expressly
amended by this Amendment, all terms, conditions and covenants contained in
the Agreement and the Notes are hereby ratified and shall be and remain in
full force and effect.
4.2 Any and all notices, requests, certificates and other instruments executed
and delivered after the execution and delivery of this Amendment may refer
to the Agreement without making specific reference to this Amendment but
nevertheless all such references shall include this Amendment unless the
context otherwise requires.
4.3 This Amendment shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of New
York excluding choice-of-law principles of the law of such state that would
require the application of the laws of jurisdiction other than such state.
4.4 The execution of this Amendment by the Company and the Purchasers shall
constitute a contract between the parties for the uses and purpose
hereinabove set forth, and this Amendment may be executed in any number of
counterparts, each executed counterpart constituting an original, but all
together only one agreement.
LEE ENTERPRISES, INCORPORATED PRINCIPAL MUTUAL LIFE
INSURANCE COMAPNY
By: By:
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Its: Its:
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THE NORTHWESTERN MUTUAL LIFE JEFFERSON-PILOT LIFE INSURANCE
INSURANCE COMPANY COMPANY
By: By:
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Its: Its:
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HARTFORD LIFE INSURANCE MUTUAL OF OMAHA INSURANCE
COMPANY COMPANY
By: Hartford Investment Services, Inc.,
Its Agents and Attorneys-in-Fact By:
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Its:
By: ----------------------------
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Its: MODERN WOODMEN OF AMERICA
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By:
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HARTFORD LIFE AND ACCIDENT Its:
INSURANCE COMPANY ----------------------------
By: Hartford Investment Services, Inc.,
Its Agents and Attorneys-in-Fact LUTHERAN BROTHERHOOD
By: By:
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Its: Its:
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MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY AMERITAS LIFE INSURANCE CORP.
By: Ameritas Investment
Advisors, Inc., as Agent
By: By:
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Its: Its:
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NATIONWIDE LIFE INSURANCE
COMPANY
By:
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Its:
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STATE FARM LIFE INSURANCE COMPANY
By:
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Its:
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AID ASSOCIATION FOR LUTHERANS
By:
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Its:
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