SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
February 25, 2003
Exact name of registrant as specified in its charter,
Commission state of incorporation, address of principal State of I.R.S. Employer
File Number executive offices, and telephone number Incorporation Identification Number
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333-80523 SUSQUEHANNA MEDIA CO. Delaware 23-2722964
140 E. Market Street
York, Pennsylvania 17401
(717) 848-5500
The address of the registrant has not changed since the last report.
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ITEM 5. OTHER INFORMATION
Susquehanna Media Co. ("Media") today issued a press release announcing
that it intends to restate its 2000 and 2001 annual financial statements and its
2002 interim financial statements as to the accounting for its Radio Employee
Stock Plan ("Plan"). The restatements involve noncash charges for the increases
in Plan share values for the affected periods. Media believes these restatements
will not create a breach of any credit agreement covenants or any bond indenture
covenants. On a cumulative basis, Media's stockholders' equity will be minimally
affected. A restated Form 10-K for December 31, 2001 and restated Form 10-Q's
for 2002 are expected to be filed on or about March 10, 2003.
A press release is attached as Exhibit 99.
Some of the statements in this report constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Certain, but not necessarily all, of such forward-looking statements
can be identified by the use of forward-looking terminology, such as "believes,"
"expects," "may," "will," "should," or "anticipates' or the negative thereof or
other variations thereof or comparable terminology, or by discussion of
strategies, each of which involves risks and uncertainties. All statements other
than historical facts included herein, including those regarding market trends,
Media's financial position, business strategy, projected plans, estimated impact
of accounting treatment changes, estimated SEC filing dates, and objectives of
management for future operations, are forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results or performance of Media to be
materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Such factors include,
but are not limited to, general economic and business conditions (both
nationally and in Media's markets), acquisition opportunities and Media's
ability to integrate successfully any such acquisitions, expectations and
estimates concerning future financial performance, financing plans, Media's
ability to service its outstanding indebtedness, the impact of competition,
existing and future regulations affecting Media's business, nonrenewal of cable
franchises, decreases in Media's customers advertising expenditures and other
factors over which Media may have little or no control.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is filed herewith:
Exhibit No. Description
99 Press Release dated February 25, 2003
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.
Date: February 25, 2003 SUSQUEHANNA MEDIA CO.
Registrant
By: /s/ John L. Finlayson
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Vice President and Principal
Financial and Accounting Officer