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 December 2, 1999
COMMISSION FILE NO. 333-72097
AMERICAN COMMUNICATIONS ENTERPRISES, INC.
------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 74-2897368
- -------------------------------- -----------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
incorporation or organization)
7103 Pine Bluffs Trail, Austin, TX 78729
- ------------------------------------------------------------------------------
(Address of principal executive offices)
(512) 249-2344
- ------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Check whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes |X| No |_|
Exhibit Index is on Page 4
1
AMERICAN COMMUNICATIONS ENTERPRISES, INC.
FORM 8 - K
TABLE OF CONTENTS
Item 1. Changes in Control of Registrant - None
Item 2. Acquisition or Disposition of Assets ............................Page 3
Item 3. Bankruptcy or Receivership - None
Item 4. Changes in Registrant's Certifying Accountant - None
Item 5. Other Events - None
Item 6. Resignations of Registrant's Directors - None
Item 7. Financial Statements and Exhibits................................Page 3
Signatures................................................................Page 3
2
ITEM 2. Other Events
On December 2, 1999 the Company entered into an agreement with Watts
Communications, Inc., ("Seller"), a Texas corporation, to acquire all of the
Assets of Seller radio stations KXYL AM and KXYL FM, Brownwood, Texas, and KSTA
AM and KSTA FM, Coleman, Texas, (the "Stations") for $1,625,000 subject to the
terms and conditions set forth in the Asset Purchase Agreement (the
"Agreement")and subject to prior approval by the FCC. The Agreement provides
that the purchase price will consist of cash of $1,200,000, financed
institutionally, and shares of common stock with a fair market value of
$425,000. If such institutional financing is not secured the Seller agrees to
cash of $150,000 and a Promissory Note of $1,212,500 and provides for payment of
simple interest at 9.5% per annum amortized over fifteen (15) years with a
balloon at the end of the 7th year to be paid as follows: in monthly
installments of interest only in the amount of $9,598.96 for the first six
months; and thereafter in monthly installOments of principal and interest for
6.5 years in the amount of $12,661.22. There shall be no penalty imposed in the
event that Buyer elects to prepay its obligation under the Note. The balloon
payment at the end of Year Seven will be $890,790.28.
Item 7. Financial Statements and Exhibits
Financial statements of the Seller are not being included in this Form 8-K but
will be filed within 75 days of Closing.
The Exhibits listed below are being filed with this Form 8-K.
Exhibit/ Document/Description
Item 2.1 Asset acquisition Agreement between Watts Communications and American
Communications Enterprises, Inc. for the purchase of the assets of the Brownwood
and Coleman Stations
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 herein duly authorized.
AMERICAN COMMUNICATIONS ENTERPRISES, INC.
(Signature) /s/ Robert E. Ringle
--------------------
Robert E. Ringle
(Title) Vice President, Treasurer and Director
(Date) December 17, 1999
3
FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
Item/Exhibit No. Document Page
- ---------------- -------- ----
10.1 ASSET PURCHASE AGREEMENT 5
4