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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934(1)
Date of Report (Date of earliest event reported): September 16, 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
(1) Pursuant to Section 15(d) of the Securities and Exchange Act of 1934, the
Company's duty to file reports is automatically suspended as a result of having
fewer than 300 holders of record of each class of its debt securities
outstanding as of October 1, 2001, but the Company agreed under the terms of
certain long-term debt to continue these filings.
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Item 2. Acquisition or Disposition of Assets
In its Form 8-K dated March 5, 2002, Allbritton Communications Company (the
Company) reported that it had entered into an Asset Purchase Agreement with
ALLNEWSCO, Inc. (Allnewsco). The Company consummated the transaction on
September 16, 2002, acquiring substantially all of the assets of Allnewsco in
exchange for $20,000,000 in cash and the cancellation of a $20,000,000 note
receivable from Allnewsco. The $20,000,000 cash component of the purchase price
was drawn under the Company's existing revolving credit facility. The assets
acquired consisted primarily of cable affiliation agreements and certain
technical equipment and vehicles related to its newsgathering and cable
distribution operations.
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. Joe L. Allbritton, Chairman of the Executive
Committee of the Board of Directors of the Company, controls Perpetual
Corporation.
Consummation of this transaction coincided 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 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 and 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
June 30, 2002.
Item 7. Financial Statements and Exhibits
a. Financial Statements of ALLNEWSCO, Inc.
The financial statements required under this Item are not included in
this report and will be filed by amendment not later than December 2,
2002.
b. Pro Forma Financial Information
Unaudited Pro Forma Condensed Combined Financial Information of the
Company relating to the Allnewsco acquisition required under this Item
is not included in this report and will be filed by amendment not
later than December 2, 2002.
c. Exhibits
See Exhibit Index.
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)
September 30, 2002 /s/ Stephen P. Gibson
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Date Name: Stephen P. Gibson
Title: Senior Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
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2.1 Asset Purchase Agreement between ALLNEWSCO, Inc. and *
Allbritton Communications Company, dated as of March 5,
2002. (Incorporated by reference to Exhibit 2.1 of the
Company's Report on Form 8-K, No. 333-02302, dated March 5,
2002)
4.1 Indenture dated as of February 6, 1996 between ACC and State *
Street Bank and Trust Company, as Trustee, relating to the
Debentures. (Incorporated by reference to Exhibit 4.1 of
Company's Registration Statement on Form S-4, No. 333-02302,
dated March 12, 1996)
4.2 Indenture dated as of January 22, 1998 between ACC and State *
Street Bank and Trust Company, as Trustee, relating to the
Notes. (Incorporated by reference to Exhibit 4.1 of
Company's Registration Statement on Form S-4, No. 333-45933,
dated February 9, 1998)
4.3 Amended and Restated Revolving Credit Agreement dated as of *
March 27, 2001 by and among Allbritton Communications
Company, certain financial institutions, and Fleet National
Bank, as Agent, and Deutsche Banc Alex. Brown Inc., as
Documentation Agent. (Incorporated by reference to Exhibit
4.4 of the Company's Quarterly Report on Form 10-Q, No.
333-02302, dated May 10, 2001)
4.4 First Amendment dated as of December 19, 2001 to the Amended *
and Restated * Revolving Credit Agreement. (Incorporated by
reference to Exhibit 4.5 of the Company's Form 10-K, No.
333-02302, dated December 27, 2001)
4.5 Second Amendment dated as of May 15, 2002 to the Amended and *
Restated Revolving Credit Agreement. (Incorporated by
reference to Exhibit 4.6 of the Company's Quarterly Report
on Form 10-Q, No. 333-02302, dated August 14, 2002)
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*Previously filed