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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 11, 1996
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Saga Communications, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-11588 38-3042953
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(Commission File Number) (IRS Employer Identification No.)
73 Kercheval Avenue, Grosse Pointe Farms, Michigan 48236
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(Address of Principal Executive Offices) (Zip Code)
(313) 886-7070
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(Registrant's Telephone Number, Including Area Code)
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Item 2. Acquisition or Disposition of Assets
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On June 11, 1996, Saga Communications, Inc. (the "Registrant"), acquired
from Roy H. Park Broadcasting of the Midwest, Inc. ("Park"), a Delaware
corporation (the "Seller"), substantially all of the assets of radio stations
WNAX AM/FM (the "Stations"), licensed to Yankton, South Dakota. As of June 12,
1996, the Registrant owns one television station and 26 radio stations
consisting of 16 FM and 10 AM radio stations.
The acquisition price for the assets was approximately $7,000,000. The
principal source of funds used to acquire the radio stations was borrowings
under the Registrant's $30,000,000 senior secured adjustable reducing revolving
credit facility with The First National Bank of Boston; C.I.B.C., Inc.; Bank of
New York; The Bank of California; and Society Bank.
The registrant will utilize the FCC broadcast licenses, broadcast tower,
antenna, transmitter and real property acquired from the Seller in a manner
similar to that previously utilized by the Seller.
The Asset Purchase Agreement and Press Release are attached hereto as
Exhibits and incorporated herein by reference. The foregoing summary of the such
exhibits is qualified in its entirety by reference to the complete text of such
exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Business Acquired
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Roy H. Park Broadcasting of the Midwest, Inc.:
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Report of Independent Auditors
Balance Sheet at December 31, 1995
Statement of Operations for the year ended December 31, 1995
Statement of Stockholder's Equity year ended December 31, 1995
Statement of Cash Flows for the year ended December 31, 1995
Notes to Financial Statements
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Unaudited Condensed Balance Sheet at March 31, 1996
Unaudited Condensed Statement of Operations for the three month
periods ended March 31, 1996 and 1995
Unaudited Condensed Statement of Cash Flows for the three month
periods ended March 31, 1996 and 1995
Notes to Unaudited Financial Statements
(b) Pro Forma Financial Statements
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Pro Forma Combined Condensed Financial Statements (Unaudited):
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Unaudited Pro Forma Combined Condensed Balance Sheet at March 31,
1996
Unaudited Pro Forma Combined Condensed Statement of Operations For
the year ended December 31, 1995 and the three month period ended
March 31, 1996
Notes to Pro Forma Combined Condensed Financial Statements
(Unaudited)
(c) Exhibits
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See exhibit index annexed hereto.
(d) It is impracticable for the Registrant to provide the required
historical and pro forma financial statements at this time. The
Registrant undertakes to file such required financial statements
when such statements are available. The required financial
statements will be filed not later than August 13, 1996.
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Exhibit Index
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Item 601
Exhibit
Table
Reference Exhibit Title
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(2)(a) Asset Purchase Agreement dated as of February
23, 1996 by and between Saga Communications,
Inc. and Roy H. Park Broadcasting of the
Midwest, Inc.
(23) Consent of Ernst & Young LLP*
(99) Press Release dated June 24, 1996
<FN>
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* To be filed on or prior to August 13, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SAGA COMMUNICATIONS, INC.
Registrant
By /s/ Norman L. McKee
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Norman L. McKee
Senior Vice President, Chief
Financial Officer and Treasurer
Dated: June 26, 1996
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