UNITED STATES
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) January 14, 2004
MEDIANEWS GROUP, INC.
(Exact name of registrant as specified in its charter)
Commission File Number
033-75156
Delaware 76-0425553
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
1560 Broadway, Suite 2100 80202
Denver, Colorado (Zip Code)
(address of principal executive offices)
Registrant's telephone number, including area code: (303) 563-6360
Not applicable
(Former name or address, if changes since last report)
Item 5. Other Events.
MediaNews Group, Inc. (the "Company") announced today that it is
commencing a private placement of $150 million of senior subordinated notes (the
"2004 Notes"). The press release announcing the proposed offering is being filed
with this Current Report on Form 8-K as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
c. Exhibits
3.1 Second Amended and Restated Certificate of Incorporation of
MediaNews Group, Inc.
3.2 Amended and Restated Bylaws of MediaNews Group, Inc.
4.4 Indenture dated as of November 25, 2003, between MediaNews
Group, Inc. and The Bank of New York, as Trustee, in respect
of MediaNews Group, Inc.'s 6-7/8% Senior Subordinated Notes
due 2013
10.1 Credit Agreement dated as of December 30, 2003, among
MediaNews Group, Inc., certain subsidiaries of MediaNews
Group, Inc., as guarantors, Bank of America, N.A., as
Administrative Agent, and certain other banks party thereto
99.1 Press Release dated January 14, 2004
Item 9. Regulation FD Disclosure.
The following information is being furnished pursuant to Regulation
FD:
On November 25, 2003, the Company consummated the sale of $300 million
of its 6-7/8% Senior Subordinated Notes due 2013 (the "2003 Notes") in a private
placement to initial purchasers, who resold the 2003 Notes principally to
qualified institutional buyers under Rule 144A of the Securities Act of 1933.
The Company applied the net proceeds from the sale of the 2003 Notes and other
available funds to repurchase or redeem the Company's former 8-3/4% Senior
Subordinated Notes due 2009.
On December 30, 2003, the Company refinanced its former bank credit
facility, which had provided for borrowings of up to $485 million. The Company's
new senior bank credit facility (the "New Credit Facility") provides for
borrowings of up to $600 million, including a $350 million revolving credit
facility and a $250 million "term loan B" facility. The final maturity of the
revolving facility is December 30, 2009 and the final maturity of the term loan
B facility is December 30, 2010. The New Credit Agreement is guaranteed by the
Company's subsidiaries (with certain exceptions).
As of December 31, 2003, total consolidated debt for borrowed money
(including current portion of capital leases and current portion of long-term
debt) of the Company and its subsidiaries that would appear on the Company's
balance sheet was approximately $911.4 million.
Based upon current expectations, the Company expects to report a
slight increase in revenues, and a modest increase in Adjusted EBITDA Available
to Company, for the three months ended December 31, 2003 as compared to the
comparable period in the prior year.
The Company is currently considering various strategic alternatives
for its investment in Charleston Newspapers, a joint operating agency that is
owned 50-50 by the Company and the Daily Gazette Company. Such strategic
alternatives may include the sale of the Company's interest in Charleston
Newspapers, or other transactions that would increase or decrease the Company's
ownership interest in Charleston Newspapers.
This report includes forward-looking statements. The Company has based
these forward-looking statements on its current expectations and projections
about future events. Although the Company believes that its assumptions made in
connection with the forward-looking statements are reasonable, no assurances can
be given that its assumptions and expectations will prove to have been correct,
including without limitation the success of the private placement of 2004 Notes,
revenues and Adjusted EBITDA Available to Company for the three months ended
December 31, 2003 and any strategic alternative for the Company's investment in
Charleston Newspapers. These forward-looking statements are subject to various
risks, uncertainties and assumptions. The Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in this
report might not occur.
In accordance with general instruction B.2 of Form 8-K, the
information in Item 9 of this report shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise
subject to the liabilities of that Section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, except
as shall be expressly set forth by specific reference in such a filing.
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
MEDIANEWS GROUP, INC.
Dated: January 14, 2004 By: /s/ Ronald A. Mayo
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Ronald A. Mayo
Vice President,
Chief Financial Officer and
Duly Authorized Officer of Registrant
INDEX TO EXHIBITS
Exhibit Number Description
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3.1 Second Amended and Restated Certificate of
Incorporation of MediaNews Group, Inc.
3.2 Amended and Restated Bylaws of MediaNews Group, Inc.
4.4 Indenture dated as of November 25, 2003, between
MediaNews Group, Inc. and The Bank of New York, as
Trustee, in respect of MediaNews Group, Inc.'s 6-7/8%
Senior Subordinated Notes due 2013
10.1 Credit Agreement dated as of December 30, 2003, among
MediaNews Group, Inc., certain subsidiaries of
MediaNews Group, Inc., as guarantors, Bank of America,
N.A., as Administrative Agent, and certain other banks
party thereto
99.1 Press Release dated January 14, 2004.