1
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 2, 2001
-------------------------------
MediaNews Group, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 76-0425553
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1560 Broadway, Suite 2100, Denver, CO 80202
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 303-563-6360
-----------------------------
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 2, 2001, MediaNews Group, Inc. (the "Registrant") purchased
Kearns-Tribune, LLC from AT&T Broadband for $200.0 million in cash.
Kearns-Tribune owns the masthead of The Salt Lake Tribune and a 50% interest in
the Newspaper Agency Corporation ("NAC"). The NAC is operated under the terms of
a Joint Operating Agreement ("JOA") between Kearns-Tribune, LLC and the Deseret
News Publishing Company. Under the terms of the JOA, the NAC is responsible for
performing all the business functions of The Salt Lake Tribune and the Deseret
News, including advertising and circulation sales, production and distribution.
News and editorial related to The Salt Lake Tribune are completely separate from
the NAC and are the responsibilities of Kearns-Tribune, LLC. While
Kearns-Tribune, LLC owns 50% of the NAC, the net income of the NAC is
distributed 58% to the Kearns-Tribune, LLC and 42% to Deseret News Publishing
Company.
In conjunction with the acquisition of the Kearns-Tribune, LLC, the
Registrant entered into an amended and restated Credit Agreement dated January
2, 2001. The amended and restated Credit Agreement provides for a $125.0 million
term loan in addition to the Registrant's existing $350.0 million Bank Credit
Facility. Borrowings under the term loan and the Bank Credit Facility were used
to fund the majority of the purchase price of the Kearns-Tribune, LLC.
The descriptions of the acquisition transaction and the amended and
restated Credit Agreement, set forth herein are qualified in their entirety by
the provisions of the acquisition and amended and restated Credit Agreement,
which are attached hereto as exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
a. Financial Statements of Businesses Acquired
Because it is impracticable at this time to file the financial
statements required under this Item, such information is not included
in this report. The required financial statements will be filed at the
earliest practicable date and, in any event, no later than March 18,
2001.
b. Unaudited Pro Forma Financial Information
Because it is impracticable at this time to file the pro forma
financial information required under this Item, the required
information will be filed at the earliest practicable date and, in any
event, no later than March 18, 2001.
c. Exhibits
2.1 Acquisition Agreement by and between MediaNews Group, Inc. and
AT&T Broadband, LLC, dated December 1, 2000.
2.2 Credit Agreement, dated as of May 12, 1999, as Amended and
Restated as of January 2, 2001.
2
3
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.
MEDIANEWS GROUP, INC.
Date: January 11, 2001 BY: /s/ Joseph J. Lodovic, IV
----------------------- -----------------------------------
Joseph J. Lodovic, IV
Executive Vice President,
Chief Financial Officer
3
4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Acquisition Agreement by and between MediaNews Group, Inc. and
AT&T Broadband
2.2 Credit Agreement