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UNITED STATES
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): August 23, 2005
ALLBRITTON COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 333-02302 74-1803105
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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(1) Pursuant to Section 15(d) of the Securities 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, 2004, but the Company agreed under
the terms of certain long-term debt to continue these filings in the
future.
ITEM 1.01 Entry into a Material Definitive Agreement
As of August 23, 2005, the Company entered into a $70,000,000, six-year Credit
Agreement with the financial institutions named therein as the banks, Bank of
America, N.A., as the Administrative Agent, and Deutsche Bank Securities Inc.,
as the Syndication Agent. This new Credit Agreement replaced the Company's
Amended and Restated Revolving Credit Agreement dated as of March 27, 2001 which
was scheduled to mature March 27, 2006. In connection with the new Credit
Agreement, shares of the Company and all shares directly or indirectly held by
the Company in its subsidiaries were pledged, and designated subsidiaries
entered into a guaranty and a collateral assignment of proceeds and security
agreement.
Under the terms of the Credit Agreement, the Company is subject to restrictive
covenants that place limitations upon payments of cash dividends, issuance of
capital stock, investment transactions, incurrence of additional obligations and
transactions with affiliates. In addition, the Company must maintain compliance
with certain financial covenants as measured at the end of each quarter.
Interest is payable quarterly at various rates from prime or LIBOR plus 0.75%
depending on certain financial tests. The Company is also required to pay a
commitment fee ranging from 0.25% to 0.375% per annum based on the amount of any
unused portion of the Credit Agreement.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
4.1 Credit Agreement dated as of August 23, 2005 by and
among Allbritton Communications Company, certain
financial institutions, and Bank of America, N.A., as
the Administrative Agent, and Deutsche Bank Securities
Inc., as the Syndication Agent.
10.1 Pledge Agreement dated as of August 23, 2005 by and
among Allbritton Communications Company, Allbritton
Group, Inc., Allfinco, Inc. and Bank of America, N.A.,
as Agent.
10.2 Unlimited Guaranty dated as of August 23, 2005 by each
of the subsidiaries of Allbritton Communications Company
in favor of Bank of America, N.A., as Administrative
Agent.
10.3 Collateral Assignment of Proceeds and Security Agreement
dated as of August 23, 2005 by and among certain
subsidiaries of Allbritton Communications Company and
Bank of America, N.A., as Agent.
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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 hereunto duly authorized.
ALLBRITTON COMMUNICATIONS COMPANY
(Registrant)
August 29, 2005 /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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