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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
Date of Report (Date of earliest event reported): February 6, 2003
ALLBRITTON COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
Delaware Commission file number: 74-1803105
(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
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ITEM 5. Other Events and Regulation FD Disclosure
On February 6, 2003, Allbritton Communications Company completed its
private placement of $180 million aggregate principal amount of 7 3/4% Senior
Subordinated Notes due December 15, 2012 at a price of 98.305%. The net proceeds
of the 7 3/4% Notes will be used to redeem the Company's outstanding $150
million principal amount of 8 7/8% Senior Subordinated Notes due 2008 and to
repay borrowings outstanding under its senior credit facility. The 7 3/4% Notes
issued on February 6, 2003, together with the $275 million aggregate principal
amount of 7 3/4% Notes issued December 20, 2002, constitute a single class of
securities. The 7 3/4% Notes have not been registered under the Securities Act
of 1933, as amended, or any state securities or blue sky laws and may not be
offered or sold in the United States or in any state thereof absent registration
or an applicable exemption from the registration requirements of such laws. This
Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy the 7 3/4% Notes.
In addition, on February 6, 2003, Allbritton notified the Trustee on
its existing 8 7/8% Notes that on March 10, 2003 it will redeem, in full, all
outstanding 8 7/8% Notes at a redemption price of 104.438%, which includes the
associated call premium, plus accrued interest thereon.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
4.1 Supplemental Indenture, dated as of February 6, 2003,
between Allbritton Communications Company and U.S. Bank
National Association (Successor to State Street Bank and Trust
Company), as trustee, to the Indenture, dated as of December
20, 2002, between Allbritton Communications Company and State
Street Bank and Trust Company, as trustee, relating to the
Company's 7 3/4% Senior Subordinated Notes due December 15,
2012.
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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)
February 6, 2003 /s/ Stephen P. Gibson
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Date Name: Stephen P. Gibson
Title: Senior Vice President
and Chief Financial Officer
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