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: September 8, 1997
LEE ENTERPRISES, INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 1-6227 42-0823980
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(State of other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation
215 N. Main Street, Davenport, IA 52801-1924
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(Address of principal executive offices) ZIP Code
(319) 383-2100
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(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets.
On September 8, 1997 Registrant acquired all of the outstanding common stock of
Oregon News Media, Inc., a Delaware corporation, Southern Utah Media, Inc., a
Delaware corporation, and Nevada Media, Inc., a Delaware corporation,
collectively doing business as Pacific Northwest Publishing Group ("Pacific
Northwest") from ABC, Inc., a Delaware corporation.
Pacific Northwest publishes two daily and six weekly newspapers in Oregon as
well as shoppers and specialty publications in eight markets in the states of
Washington, Oregon, Nevada and Utah.
The transaction was effected by Registrant's acquisition of all of the
outstanding common stock of Oregon News Media, Inc., Southern Utah Media, Inc.,
and Nevada Media, Inc. from ABC, Inc. for cash payment of $186,000,000.
The acquisition of Pacific Northwest from ABC, Inc. was approved by the Federal
Trade Commission and the Department of Justice pursuant to filings made under
the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended.
There is no material relationship between ABC, Inc. or any of its affiliates and
the Registrant or any of its affiliates, any director or officer of the
Registrant, or any associate of any such director or officer, except for an
affiliation agreement between the Registrant and ABC, Inc. in respect of the
Registrant's television station KGUN-TV, Tuscon, Arizona.
Pacific Northwest will continue the publication of newspapers, shoppers and
specialty publications and engage in associated activities in the geographic
areas described above following consummation of the acquisition.
Registrant obtained funds for the acquisition by borrowing $145,000,000 from
Bank of America National Trust and Savings Association, Chicago, Illinois at an
adjustable interest rate initially fixed at 6.0% under a Credit Agreement dated
as of September 4, 1997. The balance of the funds necessary to pay the cash
purchase price was internally generated by the Registrant. Registrant will
examine its alternatives for the placement of long-term financing which, if
accomplished, will be utilized to pay all or a portion of the indebtedness to
Bank of America.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements of the business acquired:
Financial Statements and Independent Auditor's Report on the
financial statements of Pacific Northwest Publishing Group as
of September 30, 1996 and for the four months ended January
28, 1996 and the eight months ended September 30, 1996 (1)
Unaudited financial statements of Pacific Northwest Publishing
Group as of June 30, 1997 and for the 9 months then ended and
for the five months ended June 30, 1996 (1)
(b) Pro Forma Financial Information of Lee Enterprises, Incorporated and
subsidiaries
Unaudited Pro Forma consolidated balance sheets as of June 30,
1997 (1)
Unaudited Pro Forma consolidated statements of income for the
fiscal year ended September 30, 1996 and for the 9 month
period ended June 30, 1997 (1)
Notes to unaudited Pro Forma financial information (1)
(c) Exhibits:
(1) Stock Purchase Agreement by and between Lee Enterprises,
Incorporated and ABC, Inc. dated July 25, 1997.
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(1) 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 with the fifteen (15) day period provided for the filing of
this report of Form 8-K. Registrant anticipates that such information will
be filed on or before November 15, 1997.
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. Chris Wahlig
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G. Chris Wahlig
Chief Accounting Officer
Dated: September 23, 1997