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: March 31, 1995
LEE ENTERPRISES, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-6227
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
215 N. Main Street, Davenport, Iowa 52801-1924
(Address of principal execute offices) Zip Code
(319) 383-2100
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets.
On March 31, 1995, Registrant acquired 3,015 common shares
of Journal-Star Printing Co., a Nebraska corporation ("JSPCo."),
representing 50.25% of the outstanding common stock of JSPCo.,
from Journal Limited Partnership, a Nebraska limited partnership
("JLP"). Prior to the transaction, the Registrant owned 2,985
common shares of JSPCo., representing the remaining 49.75% of
the outstanding common shares of JSPCo. not owned by JLP.
JSPCo. publishes the daily Lincoln Star and the Lincoln
Journal, the Saturday and holiday editions of the Journal-Star,
and the Sunday Journal-Star, which are distributed in Lincoln
and Lancaster County, Nebraska.
The transaction was effected by means of a forward
triangular merger of JSPCo. into J-S Acquisition Corp., a newly-
formed Nebraska corporation and wholly-owned subsidiary of the
Registrant, pursuant to a Plan and Agreement of Reorganization
entered into by and among the Registrant, JLP, JSPCo., and J-S
Acquisition Corp. on February 27, 1995 (the "Reorganization
Agreement"). At the effective date of the merger on March 31,
1995, the outstanding shares of JSPCo. were cancelled and the
Registrant delivered to JLP 1,646,643 shares of its Common Stock
having an approximate market value at the close of business on
March 31, 1995 of $58,455,000. At the closing, JSPCo. also paid
JLP $750,000 for the assignment or termination of certain
contracts.
The acquisition of the common stock of JSPCo. from JLP was
approved by the Federal Trade Commission and the Department of
Justice pursuant to filings effected under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.
The Common Stock delivered by the Registrant to JLP in
connection with the transaction (the "JLP stock") is subject to
a Shareholders' Agreement between the Registrant and JLP dated
February 27, 1995 which provides for certain restrictions on the
transferability of the JLP stock unless such transfers are made
in reliance upon an exemption under the Securities Act of 1933,
as amended (the "Act") or pursuant to an effective Registration
Statement filed under the Act. JLP has represented to the
Registrant that it has acquired and intends to hold the JLP
stock for investment purposes and not with a view to the resale
or further distribution thereof. At March 31, 1995, the JLP
stock represented 9.55% of the outstanding Common Stock of the
Registrant. Aside from its ownership of Common Stock of the
Registrant, JLP has no other material relationship with the
Registrant or any of its affiliates, any director or officer of
the Registrant, or any associate of such director or officer.
JSPCo. will continue the publication of newspapers and
engage in associated activities in Lincoln, Nebraska following
consummation of the acquisition.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial statements of the business acquired:
Journal-Star Printing Co.
Financial statements and independent
auditors' report on the financial
statements of Journal-Star Printing Co.
as of September 30, 1994 and for the
year then ended. <F1>
Unaudited financial statements of Journal-Star
Printing Co. as of March 31, 1995 and for the
six months then ended <F1>
(b) Pro forma financial information of Lee Enterprises,
Incorporated and subsidiaries.
Unaudited pro forma consolidated
statements of income for the year ended
September 30, 1994 and the six months then
ended March 31, 1995 and 1994. <F1>
(c) Exhibits:
(1) Plan and Agreement of Reorganization by and
among Lee Enterprises, Incorporated, Journal Limited
Partnership, J-S Acquisition Corp. and Journal-Star
Printing Co. dated February 27, 1995.
(2) Shareholders' Agreement by and between Lee
Enterprises, Incorporated and Journal Limited
Partnership.
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 hereunto duly authorized.
LEE ENTERPRISES, INCORPORATED
(Registrant)
By /s/ G. C. Wahlig
G. C. Wahlig
Chief Accounting Officer
Dated: April 14, 1995
[FN]
<F1> Pursuant to FRR No. 18, Securities Act Release No. 6578, Registrant
requests a sixty (60) day extension to file the financial
information required under Items 7(a) and 7(b), for the reason that
such information is not presently available and therefore, it is
impracticable to provide such information within the fifteen (15)
day period provided for the filing of this report on Form 8-K.
Registrant anticipates that such information will be filed on or
before May 31, 1995.