- --------------------------------------------------------------------------------
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 5, 2002
ALLBRITTON COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
Delaware Commission file number: 74-180-3105
(State or other 333-02302 (I.R.S. employer
jurisdiction of identification no.)
incorporation or
organization)
808 Seventeenth Street, N.W.
Suite 300
Washington, D.C. 20006-3910
(Address of principal executive offices)
Registrant's telephone number, including area code: 202-789-2130
- --------------------------------------------------------------------------------
Item 5. Other Events and Regulation FD Disclosure
On March 6, 2002, Allbritton Communications Company (the Company) announced that
it has agreed to acquire substantially all of the assets of ALLNEWSCO, Inc.
(Allnewsco) in exchange for $20,000,000 in cash and the cancellation of a
$20,000,000 note receivable from Allnewsco.
Allnewsco, incorporated in 1989, provides 24-hour per day basic cable television
programming consisting of news and information programming with the primary
focus on regional and local news for the Washington, D.C. metropolitan area.
Allnewsco has been controlled since its inception by Perpetual Corporation which
also controls the Company.
Consummation of this transaction will coincide with the integration of
Allnewsco's operations with those of WJLA, the Company's ABC affiliate in the
Washington, D.C. market, in a new studio and office facility. The combination of
these two operations will allow for certain operational efficiencies, primarily
in the areas of newsgathering, administration, finance, operations, promotions
and human resources. The creation of the first newsgathering duopoly in the
Nation's Capital is expected to be immediately accretive to the Company's
operating cash flow (defined as operating income plus depreciation and
amortization).
The Company anticipates that this transaction will be consummated during the
fourth quarter of Fiscal 2002. This acquisition is permitted under the Company's
various debt agreements.
The statements regarding the acquisition of assets of Allnewsco and the effects
of the acquisition on the Company contained in this Current Report on Form 8-K
are forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. These statements are based on
current assumptions and forecasts by the Company's management. The factors that
could cause actual results to differ materially include the ability of the
Company to realize the expected operational efficiencies and accretion to
operating cash flow. Additional information on risks and uncertainties appears
in the Company's filings with the U.S. Securities and Exchange Commission,
including the Company's Annual Report on Form 10-K for the year ended September
30, 2001 and the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2001.
Item 7. Financial Statements and Exhibits
c. Exhibits
See Exhibit Index on page 3.
1
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)
March 6, 2002 /s/ Stephen P. Gibson
- ---------------------------- -----------------------------------
Date Name: Stephen P. Gibson
Title: Senior Vice President
and Chief Financial Officer
2
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- --------
2.1 Asset Purchase Agreement between ALLNEWSCO, Inc.
and Allbritton Communications Company, dated as of
March 5, 2002.
99.1 Allbritton Communications Company press release
dated March 6, 2002.
3