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): October 13, 1997
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LENFEST COMMUNICATIONS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 33-96804 23-2094942
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1105 North Market Street, Suite 1300
P.O. Box 8985
Wilmington, Delaware 19899
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(Address of Principal Executive Offices) (Zip Code)
(302) 427-8602
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(Registrant's telephone number, including area code)
Item 5. Other Events.
H.F. Lenfest, Diane A. Lenfest, H. Chase Lenfest and Brook J. Lenfest
(the "Lenfest Family Stockholders") and LMC Lenfest, Inc., a wholly owned
subsidiary of Tele-Communications, Inc. (with LMC Lenfest, Inc., "TCI") are the
sole stockholders of the Registrant. In the Letter Agreement, dated December 18,
1991, among the stockholders (Exhibit 10.14 to the Registrant's Registration
Statement on Form S-1, SEC No. 33-96804), the Lenfest Family Stockholders agreed
to allow TCI, at TCI's request, to increase its ownership interest in the
Registrant to 50%. In return, TCI agreed that the Lenfest Family Stockholders,
acting through H.F. Lenfest, would have the right to elect a majority of the
Board of Directors and H.F. Lenfest would have the right to manage the
Registrant as President/CEO through December 31, 2001. The same agreement gave
TCI the right to elect the remaining minority of the Board during the same
period. Commencing on January 1, 2002, each of TCI and the Lenfest Family
Stockholders will have the right to elect an equal number of directors and the
parties will agree on a successor President/CEO. Currently, H.F. Lenfest has the
right to elect three members of the Board of Directors and TCI has the right to
elect two members of the Board.
On October 13, 1997, John C. Malone and Leo J. Hindery, Jr., the
directors elected by TCI, tendered their resignations as members of the Board of
Directors of the Registrant. On October 13, 1997, H.F. Lenfest, Chairman of the
Board of Directors, accepted the resignations. The resignations resulted from
the rejection by the Lenfest Family Stockholders of an offer by TCI to purchase
the stock of the Registrant held by the Lenfest Family Stockholders. TCI retains
its right to elect two members of the Board of Directors.
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.
Lenfest Communications, Inc.
Dated: October 14, 1997 By: /s/ Harry F. Brooks
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Harry F. Brooks,
Executive Vice President