FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 1996
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or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____________________ to _____________________
Commission file number: 333-06439
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PARK NEWSPAPERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 16-1087610
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1700 Vine Center Office Tower
333 West Vine Street
Lexington, Kentucky 40507
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (606) 252-7275
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Indicate by check mark 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 No X
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On November 14, 1996, the registrant had outstanding 4,150 shares of
Common Stock, no par value.<PAGE>
<PAGE>
PARK NEWSPAPERS, INC.
INDEX
___________________________
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 1996
(Unaudited) and December 31, 1995. . . . . . . . . . . . . . . . . . 2
Condensed Consolidated Statements of Income and Retained Earnings for
the nine months and three months ended September 30, 1996, the three months
ended September 30, 1995, the period from January 1, 1995 to May 10, 1995 and
the period from May 11, 1995 to December 30, 1995 (Unaudited) 3 - 4
Condensed Consolidated Statements of Cash Flows for the nine months
ended September 30, 1996, the period from January 1, 1995 to May 10, 1995 and
the period from May 11, 1995 to September 30, 1995 (Unaudited) 5
Notes to Condensed Consolidated Unaudited Financial Statements . .
6 - 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . 8 - 10
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders. . . 11
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 11 - 12
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . .13<PAGE>
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
PARK NEWSPAPERS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Dollars in Thousands)
<CAPTION>
New Park
--------------------------
September 30 December 31
1996 1995
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<S> <C> <C>
Assets (unaudited)
Current Assets:
Cash and cash equivalents............................. $ 8,594 $ 710
Accounts receivable, less allowance for doubtful
accounts of $326 in 1996 and $314 in 1995........... 7,222 7,563
Inventory............................................. 825 1,089
Other................................................. 295 912
Total current assets................................ 16,936 10,274
Property, Plant & Equipment:
Property, plant & equipment........................... 28,036 27,793
Less accumulated depreciation and amortization........ (3,806) (1,562)
24,230 26,231
Intangible assets, net................................. 179,049 183,029
Other assets........................................... 5,539 204
$225,754 $219,738
Liabilities and Stockholder's Equity
Current Liabilities:
Current maturities of long-term debt.................. $ 126 $ 126
Accounts payable...................................... 1,252 900
Consulting/non-compete contracts...................... 773 787
Interest.............................................. 7,054 7,642
Income taxes.......................................... --- ---
Accrued liabilities................................... 1,054 1,072
Deferred income....................................... 3,128 3,157
Total current liabilities........................... 13,387 13,684
Long-term debt......................................... 155,120 168,305
Consulting/non-compete contracts....................... 2,194 2,778
Deferred income taxes.................................. 38,454 41,972
Total liabilities.................................... 209,155 226,739
Commitments
Stockholder's Equity:
Common Stock-no par value:
Authorized 30,000 shares, issued and outstanding
4,150 shares in 1996 and 1995....................... 4,150 4,150
Paid in capital....................................... 22,194 (4,150)
Intercompany receivables from Parent.................. --- (3,355)
Retained earnings (deficit)........................... (9,745) (3,646)
Total stockholder's equity (deficit)................... 16,599 (7,001)
$225,754 $219,738
<FN>
The accompanying notes are an integral part of the condensed consolidated
unaudited financial statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
PARK NEWSPAPERS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income and Retained Earnings
(Dollars and Shares in Thousands Except Earnings Per Share)
<CAPTION>
New Park
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Nine Months Ended Period
----------------- -------------------
Pro forma New Park Old Park
--------- --------- --------
Sept. 30 Sept. 30 5/11/95- 1/01/95-
1996 1995 9/30/95 5/10/95
--------- -------- ---------- ----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenue:
Newspaper revenue.............................. $ 59,110 $ 58,045 $30,864 $ 27,181
Operating expenses:
Cost of sales (exclusive of depreciation and
amortization)................................. 26,882 25,426 12,399 13,027
Selling, general and administrative............ 18,490 15,783 9,021 6,762
Depreciation................................... 2,296 1,911 991 833
Amortization................................... 2,741 2,729 1,415 524
Amortization of excess of cost over net
assets acquired............................... 1,454 1,470 762 664
51,863 47,319 24,588 21,810
Operating income............................ 7,247 10,726 6,276 5,371
Interest expense................................ (15,538) (16,985) (8,807) (23)
Interest income................................. 221 218 5 3
Other income (expense).......................... (1,367) (383) 34 (485)
(Loss) income before income taxes.......... (9,437) (6,424) (2,492) 4,866
Provision (benefit) for income taxes............ (3,338) (1,982) (684) 2,222
Net (loss) income............................... (6,099)$ (4,442) (1,808) 2,644
Retained earnings (deficit), beginning of
period (3,646) --- 77,890
Retained earnings (deficit), end of period...... $ (9,745) $ (1,808) $ 80,534
Loss per share.................................. $(1,469.64)$(1,070.36)
Average shares.................................. 4,150 4,150
<FN>
The accompanying notes are an integral part of the condensed consolidated
unaudited financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
PARK NEWSPAPERS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income and Retained Earnings
(Dollars and Shares in Thousands Except Earnings Per Share)
<CAPTION>
New Park
----------------------
Three Months Ended
-----------------------
Sept. 30 Sept. 30
1996 1995
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(unaudited)
<S> <C> <C>
Revenue:
Newspaper revenue..............................$ 20,306 $ 19,555
Operating expenses:
Cost of sales (exclusive of depreciation and
amortization)................................. 7,677 6,078
Selling, general and administrative............ 7,776 7,555
Depreciation................................... 712 636
Amortization................................... 934 908
Amortization of excess of cost over net
assets acquired............................... 465 490
17,564 15,667
Operating income............................ 2,742 3,888
Interest expense................................ (4,688) (5,614)
Interest income................................. 94 22
Other income (expense).......................... (1,343) 9
(Loss) income before income taxes.......... (3,195) (1,695)
Provision (benefit) for income taxes............ (1,107) (477)
Net (loss) income............................... (2,088) (1,218)
Retained earnings (deficit), beginning of
period......................................... (7,657) (590)
Retained earnings (deficit), end of period......$ (9,745) $ (1,808)
Loss per share..................................$(503.13) $(293.50)
Average shares.................................. 4,150 4,150
<FN>
The accompanying notes are an integral part of the condensed consolidated
unaudited financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
PARK NEWSPAPERS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Dollars in Thousands)
<CAPTION>
Nine Months Ended Period
------------------ ----------------------
New Park New Park Old Park
--------- ----------- ----------
Sept. 30 5/11/95- 1/01/95-
1996 9/30/95 5/10/95
--------- ----------- ----------
(unaudited)(unaudited)
<S> <C> <C> <C>
Operating Activities:
Net (loss) income...................................... $ (6,099) $ (1,808) $ 2,644
Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities:
Depreciation and amortization........................ 6,491 3,168 2,021
Amortization of consulting/non-compete
contracts included in operating expenses............ --- --- 292
Amortization of debt issue costs..................... 166 --- ---
Payments on consulting/non-compete contracts......... (583) (321) (320)
Provision for losses on accounts receivable.......... 38 172 85
Provision for deferred income taxes.................. (3,518) 24 (122)
Corporate overhead allocation........................ 1,856 --- ---
Loss on sale of property, plant and equipment........ 855 --- 199
Changes in operating assets and liabilities:
Accounts receivable............................... 303 939 (902)
Inventory and other assets........................ 881 173 134
Accounts payable and accrued liabilities.......... (254) 8,280 984
Deferred income................................... 29 (300) 332
Net cash provided by operating activities........ 165 10,327 5,347
Investing Activities:
Purchases of property, plant and equipment............. (1,399) (517) (431)
Proceeds from sale of property, plant,
and equipment......................................... 405 --- ---
Increase in long-term other assets..................... (308) --- ---
Net cash used in investing activities............ (1,302) (517) (431)
Financing Activities:
Proceeds from new debt................................. 155,000 --- ---
Debt issue costs....................................... (5,637) --- ---
Principal payments on long-term debt................... (168,185) --- (122)
Net intercompany transfers from Parent................. 27,843 (9,621) (5,164)
Net cash provided by (used in) financing
activities...................................... 9,021 (9,621) (5,286)
Increase (decrease) in cash.......................... 7,884 189 (370)
Cash beginning of period................................ 710 1,567 1,937
Cash end of period...................................... $ 8,594 $ 1,756 $ 1,567
Non-Cash Financing Activities:
Capitalization of intercompany receivable from Parent.. $(24,488)
<FN>
The accompanying notes are an integral part of the condensed consolidated
unaudited financial statements.
</TABLE>
<PAGE>
<PAGE>
PARK NEWSPAPERS, INC. AND
SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying condensed interim financial statements are unaudited; however,
in the opinion of the Company's management, all adjustments (which comprise
only normal and recurring accruals) necessary for a fair presentation of the
interim financial results have been included. The results for the interim
periods are not necessarily indicative of results to be expected for the entire
year. These financial statements and notes should be read in conjunction with
the Company's audited annual consolidated financial statements for the year
ended December 31, 1995.
As discussed in the December 31, 1995 consolidated financial statements, the
Company was acquired by Park Acquisitions, Inc. on May 11, 1995 in a
transaction accounted for as a purchase. The purchase price and an allocable
portion of debt have been "pushed down" to the financial statements of the
Company and, as a result, the post-acquisition (New Park) consolidated
financial statements are not comparable to the pre-acquisition (Old Park)
consolidated financial statements.
2. Refinancing
On May 13, 1996, Park Communications, Inc. ("PCI")refinanced its existing debt
through the issuance of three separate debt offerings and a short term Senior
Credit Facility. PCI issued $80.0 million in principal amount of 13 3/4%
Senior Pay-in-Kind Notes due 2004 (the "Offering"). Interest on such notes
(the "PCI Notes") will be payable semi-annually in arrears on May 15 and
November 15 of each year, commencing November 15, 1996. Through May 15, 1999,
interest is payable at the option of PCI by the issuance of additional notes in
lieu of cash. After May 15, 1999, interest is payable in cash. The PCI Notes
were issued with warrants entitling the holder to purchase one share of Common
Stock, par value $0.0001 per share, of PCI at an exercise price of $0.01 per
share. The warrants will be exercisable at any time on or after the date of
the occurrence of the earliest of: (i) immediately prior to the occurrence of a
Change of Control, (ii) the 180th day (or such fewer number of days as
determined by PCI in its sole discretion) after the consummation of a Public
Equity Offering, (iii) the 90th day after the Registration Election Date (which
is on or within a date 60 days after May 15, 2001), (iv) the approval by the
holders of the capital stock of PCI of any Plan of Liquidation of PCI and (v)
the 180th day prior to May 15, 2004. The number of shares of Common Stock of
PCI for which, and the price per share at which, a warrant is exercisable are
subject to adjustment upon the occurrence of certain events as provided in the
Warrant Agreement. Upon exercise, the holders of warrants would be entitled in
the aggregate to purchase 7% of the Common Stock of PCI on a fully diluted
basis. In addition, in the event PCI does not consummate a Public Equity
Offering or one or any series of substantially concurrent Strategic Equity
Investments on or prior to December 31, 1997, resulting in net proceeds to PCI
of $40.0 million, PCI will be obligated to issue warrants (contingent warrants)
to the holders of the PCI Notes exercisable for 3% of the Common Stock of PCI
on a fully diluted basis as of the date of such issuance. The proceeds of the
Offering were allocated to the PCI Notes and warrants based on their relative
fair values in the amounts of $77.2 and $2.8 million, respectively. The $2.8
million allocated to the warrants were recorded as additional paid in capital
on PCI's financial statements. Concurrently with the Offering, the Company
issued $155.0 million in principal amount of 11 7/8% Senior Notes due 2004
("Newspapers Notes") at an offering price of 100% and Park Broadcasting, Inc.
issued $241.0 million in principal amount of 11 3/4% Senior Notes due 2004
("Broadcasting Notes") at an offering price of 97.49% or $235.0 million. Such
discount on the Broadcasting Notes will be amortized over the life of the
Broadcasting Notes using the effective yield method. Interest on the
Broadcasting Notes and the Newspapers Notes will be payable in cash
semi-annually on May 15 and November 15 each year, commencing November 15,
1996.
Upon a Change of Control Triggering Event, each holder of the Newspapers Notes
will have the right to require the Company to offer to purchase such holder's
Newspapers Notes at a price<PAGE>
<PAGE>
equal to 101% of the principal amount plus accrued and unpaid interest, if any,
to the date of purchase. In addition, the Company will be obligated to offer
to repurchase the Newspapers Notes at 100% of their principal amount plus
accrued and unpaid interest, if any, to the date of repurchase in the event of
certain asset sales.
The Newspapers Notes were issued under an indenture containing covenants which,
among other things, limit or restrict the Company's ability to incur additional
indebtedness, pay cash dividends or make other payments affecting restricted
subsidiaries, sell assets, incur liens, make capital contributions, change
lines of business and enter into transactions with affiliates.
In addition to the above offerings, PCI entered into a short term $58.0 million
Senior Credit Facility with a consortium of lenders. Interest was payable at a
variable rate and the debt was due on November 13, 1996. Such amount borrowed
under the Senior Credit Facility was repaid entirely in May and June of 1996
with the proceeds of the sale of certain Radio Station Assets.
3. Corporate Overhead Allocated
Corporate overhead was allocated to PCI's newspaper division for September
year-to-date as follows: $1,992,000 for the period 1/1/96 - 9/30/96, $801,000
for the period 1/1/95 - 5/10/95, and $938,000 for the period of 5/11/95 -
9/30/95. Corporate overhead was allocated to PCI's newspaper division for the
third quarter as follows: $670,000 for the period 7/1/96 - 9/30/96, and
$726,000 for the period 7/1/95 - 9/30/95.
4. Sale of Company
On July 19, 1996, the stockholders of Park Acquisitions, Inc., the sole
stockholder of PCI which is the sole stockholder of the Company, agreed to sell
100% of their stock in a cash merger to Media General, Inc. for total
consideration of approximately $710.0 million. Consummation of the merger is
subject to certain conditions, including receipt of the consent of the Federal
Communications Commission to the transfer of control.
5. Other Information.
On October 10, 1996, the Company exchanged $155,000,000 in principal amount of
its Series B 11 7/8% Senior Notes due 2004 (the "Series B Notes") for a like
amount of its 11 7/8% Senior Notes due 2004 (the "Initial Notes"). The
exchange was made in connection with the Company's exchange offer made pursuant
to its Prospectus dated September 6, 1996. The form and terms of the Series B
Notes are the same as the form and terms of the Initial Notes (which they
replace) except that the Series B Notes bear a "Series B" designation and have
been registered under the Securities Act of 1933, as amended, and, therefore,
do not bear legends restricting their transfer.
<PAGE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Overview of Operations
The Company through its subsidiaries owns and operates 104 community
newspapers and related publications. Revenue of the Company is derived
primarily from advertising revenue and, to a lesser extent, from paid
circulation and commercial print jobs. The primary operating expenses involved
in owning and operating newspaper publications are employee compensation,
newsprint, circulation delivery costs, news gathering and the solicitation of
advertising.
The Company's advertising revenue is generally the highest in the second
and fourth quarters of each year. The increase is due to increased advertising
in the spring and in the periods leading up to and including the Christmas
holiday season. In addition, political advertising increases the Company's
revenue during election years and is typically heaviest during the fourth
quarters of those years. However, management believes that fluctuations in its
political advertising revenue are tempered by the levels of political activity
in the areas in which it operates.
Results of Operations
Quarter Ended September 30, 1996 (unaudited) Compared with Quarter Ended
September 30, 1995 (unaudited)
Revenue. Gross revenue for the quarter ended September 30, 1996 was
$20.3 million compared to $19.6 million for the quarter ended September 30,
1995, an increase of $0.7 million, or 3.6%. Revenue for the third quarter of
1996 increased due to improved advertising revenue.
Operating Expenses. Operating expenses (excluding depreciation and
amortization) for the quarter ended September 30, 1996 were $15.4 million
compared to $13.6 million for the quarter ended September 30, 1995, an increase
of $1.8 million, or 13.2%. The dollar increase was primarily due to increased
costs related to upgrading the sales staffs.
Newsprint expenses for the quarter ended September 30, 1996 were $2.2
million compared to $2.1 million for the quarter ended September 30, 1995, an
increase of $0.1 million, or 4.8%. The increase was primarily a result of
industry-wide higher newsprint prices. However, newsprint prices have
decreased significantly since June, 1996.
Depreciation and amortization for the quarter ended September 30, 1996 was
$2.1 million compared to $2.0 million for the quarter ended September 30, 1995,
an increase of $0.1 million, or 5.0%. As a percentage of newspaper revenue,
depreciation and amortization was 10.3% for the quarter ended September 30,
1996 compared to 10.2% for the quarter ended September 30, 1995.
Operating Income. Operating income for the quarter ended September 30,
1996 was $2.7 million compared to $3.9 million for the quarter ended September
30, 1995, a decrease of $1.2 million, or 30.8%. The decrease was a result of
expenses increasing more than operating revenue as described above. Operating
income includes $0.7 million of allocated Central Corporate Overhead for both
the quarters ended September 30, 1996 and September 30, 1995.
Interest Expense. Interest expense for the quarter ended September 30,
1996 was $4.7 million compared to <PAGE>
<PAGE>
$5.6 million for the quarter ended September 30, 1995. The decrease was due
to the decrease in total debt and interest rates as a result of the recently
completed refinancing.
Income Taxes. Income taxes (benefit) were ($1.1) million for the quarter
ended September 30, 1996 compared to ($0.5) million for the quarter ended
September 30, 1995. The tax benefit increase is due to the increased taxable
loss, primarily the result of the decrease in operating income. The effective
tax benefit rate for the three month period ended September 30, 1996 was 35%,
compared to an effective tax benefit rate of 28% for the same period in 1995.
The change in the effective tax rate is due to amortization of non-deductible
goodwill being a larger component of the loss before income taxes in the three
month period ended September 30, 1995 than in the same period in 1996. (see
"Income Taxes" below).
(Loss) Income from Continuing Operations. (Loss) income from
continuing operations for the quarter ended September 30, 1996 was ($3.8)
million compared to ($1.2) million for the quarter ended September 30, 1995, an
increase in the loss of $2.6 million.
Nine Months Ended September 30, 1996 (unaudited) Compared with Nine Months
Ended September 30, 1995 (pro forma unaudited)
Revenue. Gross revenue for the nine months ended September 30, 1996 was
$59.1 million compared to $58.0 million for the nine months ended September 30,
1995, an increase of $1.1 million, or 1.9%. Revenue for the first nine months
of 1996 was up, due to increased advertising revenue. However, the increase in
revenue for the first nine months of 1996 was dampened by severe winter weather
in many of the markets the Company serves in the first quarter. Major snow and
ice storms in January and February caused many advertisers to close their
businesses and cancel scheduled advertising.
Operating Expenses. Operating expenses (excluding depreciation and
amortization) for the nine months ended September 30, 1996 were $45.4 million
compared to $41.2 million for the nine months ended September 30, 1995, an
increase of $4.2 million, or 10.2%. The dollar increase was primarily due to
increased newsprint costs and increased costs related to upgrading the sales
staffs.
Newsprint expenses for the nine months ended September 30, 1996 were $6.9
million compared to $5.8 million for the nine months ended September 30, 1995,
an increase of $1.1 million, or 19.0%. The increase was primarily a result of
industry-wide higher newsprint prices. Newsprint prices have decreased
significantly since June, 1996.
Depreciation and amortization for the nine months ended September 30, 1996
was $6.5 million compared to $6.1 million for the nine months ended September
30, 1995, an increase of $0.4 million, or 6.6%. As a percentage of newspaper
revenue, depreciation and amortization was 11.0% for the nine months ended
September 30, 1996 compared to 10.5% for the nine months ended September 30,
1995.
Operating Income. Operating income for the nine months ended September
30, 1996 was $7.2 million compared to $10.7 million for the nine months ended
September 30, 1995, a decrease of $3.5 million, or 32.7%. The decrease was a
result of expenses increasing more than operating revenue as described above.
Operating income includes $2.0 million and $1.7 million of allocated Central
Corporate Overhead for the nine months ended September 30, 1996 and September
30, 1995, respectively.
<PAGE>
<PAGE>
Interest Expense. Interest expense for the nine months ended September
30, 1996 was $15.5 million compared to $17.0 million for the nine months ended
September 30, 1995. The decrease was due to the decrease in total debt and
interest rates as a result of the recently completed refinancing.
Income Taxes. Income taxes (benefit) for the nine months ended September
30, 1996 were ($3.3) million compared to ($2.0) million for the nine months
ended September 30, 1995, an increase in the benefit of $1.3 million. The
increase in the tax benefit is due to the increase in the taxable loss,
primarily the result of the decrease in operating income. The effective tax
benefit rate for the nine months ended September 30, 1996 was 35%, compared to
an effective tax benefit rate of 31% for the nine months ended September 30,
1995. The change in the effective tax rate is due primarily to amortization of
non-deductible goodwill being a larger component of the loss before income
taxes in the nine month period ended September 30, 1995 than in the same period
in 1996 (see "Income Taxes" below).
(Loss) Income from Continuing Operations. (Loss) income from continuing
operations for the nine months ended September 30, 1996 was ($7.8) million
compared to ($4.4) million for the nine months ended September 30, 1995, an
increase in the loss of $3.4 million.
Liquidity and Capital Resources
The Company derives substantially all of its cash flow from its
subsidiaries. The Company's primary sources of liquidity in the future will be
dividends from its subsidiaries and tax sharing payments pursuant to a tax
sharing agreement among the Company and its subsidiaries. The Company's
subsidiaries' principal source of liquidity is net cash provided by operating
activities. Net cash provided by operating activities was $0.2 million for the
nine month period ended September 30, 1996 compared to $15.7 million for the
nine months ended September 30, 1995. The variance was primarily due to
increased interest payments made in 1996, compared to 1995, of approximately
$16.0 million. The increased interest payments were due to an absence of
long-term debt until May 11, 1995, when the Company was acquired by Park
Acquisitions, Inc. The Company believes that it will have sufficient liquidity
to meet its future capital expenditure and working capital requirements, debt
service and other obligations.
Capital expenditures for the nine months ended September 30, 1996 were
$1.4 million compared to $1.0 million for the nine months ended September 30,
1995. Historically, the Company has financed capital expenditures through
internally generated cash flow. The Company expects to finance capital
expenditures in the future primarily through cash flow from operations.
On May 13, 1996, the Company sold 11 7/8% Senior Notes due 2004 in the
principal amount of $155.0 million as part of a series of refinancing
transactions (including a $58.0 million Senior Credit Facility) with its parent
company, Park Communications, Inc., and Park Broadcasting, Inc. (a wholly owned
subsidiary of Park Communications, Inc.). On June 20, 1996, the $58.0 million
Senior Credit Facility was prepaid due to the timely sale of Park Broadcasting,
Inc.'s radio stations.
Income Taxes
The Company is part of a consolidated group (which includes Park
Acquisitions, Inc., Park Communications, Inc. and Park Broadcasting, Inc.)
which files a consolidated federal income tax return and separate state or
local tax returns as required.<PAGE>
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
By unanimous written consent dated August 22, 1996, the stockholder
of the Company re-elected, effective as of May 23, 1996, Gary B. Knapp and
Donald R. Tomlin, Jr. as the directors of the Company.
Item 5. Other Information.
On October 10, 1996, the Company exchanged $155,000,000 in principal
amount of its Series B 11 7/8% Senior Notes due 2004 (the "Series B
Notes") for a like amount of its 11 7/8% Senior Notes due 2004 (the "Initial
Notes"). The exchange was made in connection with the Company's exchange offer
made pursuant to its Prospectus dated September 6, 1996. The form and terms of
the Series B Notes are the same as the form and terms of the Initial Notes
(which they replace) except that the Series B Notes bear a "Series B"
designation and have been registered under the Securities Act of 1933, as
amended, and, therefore, do not bear legends restricting their transfer.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit Number Description of Exhibit
3(I)(a) Certificate of Incorporation of the Company (Incorporated by
reference to Exhibit 3(I)(a) filed with Park Newspapers, Inc.'s Form S-4
Registration Statement No. 333-06439, filed June 20, 1996)
3(I)(b) Certificate of Amendment of Certificate of Incorporation of the
Company filed November 20, 1979 (Incorporated by reference to Exhibit 3(I)(b)
filed with Park Newspapers, Inc.'s Form S-4 Registration Statement No.
333-06439, filed June 20, 1996)
3(I)(c) Certificate of Amendment of Certificate of Incorporation of the
Company filed January 2, 1981 (Incorporated by reference to Exhibit 3(I)(c)
filed with Park Newspapers, Inc.'s Form S-4 Registration Statement No.
333-06439, filed June 20, 1996)
3(I)(d) Certificate of Ownership and Merger (Incorporated by reference to
Exhibit 3(I)(d) filed with Park Newspapers, Inc.'s Form S-4 Registration
Statement No. 333-06439, filed June 20, 1996)
3(ii) Amended and Restated Bylaws of the Company (Incorporated by reference to
Exhibit 3(ii) filed with Park Newspapers, Inc.'s Form S-4 Registration
Statement No. 333-06439, filed June 20, 1996)
4.1 Indenture dated as of May 13,
1996 between the Company and IBJ Schroder Bank & Trust Company, as Trustee,
with the forms of Series A Note and Series B Note attached thereto
(Incorporated by reference to Exhibit 10.4 filed with Park Communications,
Inc.'s Form S-4 Registration Statement No. 333-06427, filed on June 20, 1996)
<PAGE>
<PAGE>
Exhibit
Number Description of Exhibit
10.1 Registration Rights Agreement dated as of May 13, 1996 among the
Company, Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (Incorporated by reference to Exhibit 10.1 filed with Park
Newspapers, Inc.'s Form S-4 Registration Statement No. 333-06439, filed on June
20, 1996)
10.2 Tax Sharing Agreement executed as of May 13, 1996 among Park
Acquisitions, Inc., Park Communications, Inc., Park Broadcasting, Inc., the
Company and certain of the other subsidiaries of Park Communications, Inc.
(Incorporated by reference to Exhibit 10.6 filed with Park Communications,
Inc.'s Form S-4 Registration Statement No. 333-06427, filed on June 20, 1996)
10.3 Management Services Agreement dated as of May 13, 1996 among Park
Acquisitions, Inc., Park Communications, Inc., Park Broadcasting, Inc. and the
Company (Incorporated by reference to Exhibit 10.7 filed with Park
Communications, Inc.'s Form S-4 Registration Statement No. 333-06427, filed on
June 20, 1996)
10.4 Employment Agreement dated July 20, 1994 between Park Communications,
Inc. and Wright M. Thomas regarding deferred compensation arrangement
(Incorporated by reference to Exhibit 10.17 filed with Park Communications,
Inc.'s Form S-4 Registration Statement No. 333-06427, filed on June 20, 1996)
10.5 Agreement dated May 1, 1986 between Park Communications, Inc. and
Wright M. Thomas regarding deferred compensation arrangement (Incorporated by
reference to Exhibit 10.18 filed with Park Communications, Inc.'s Form S-4
Registration Statement No. 333-06427, filed on June 20, 1996)
10.6 Letter agreement dated February 16, 1979 between Park Communications,
Inc. and Wright M. Thomas regarding contingent retirement benefits
(Incorporated by reference to Exhibit 10.19 filed with Park Communications,
Inc.'s Form S-4 Registration Statement No. 333-06427, filed on June 20, 1996)
10.7 Park Communications, Inc. Retention Incentive Plan (Incorporated by
reference to Exhibit 10.20 filed with Park Communications, Inc.'s Form S-4
Registration Statement No. 333-06427, filed on June 20, 1996)
27.1 Financial Data Schedule for the nine months ended September 30, 1995
and 1996
(b) Reports on Form 8-K.
No report on Form 8-K was filed by the Company during the quarter ended
September 30, 1996.<PAGE>
<PAGE>
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 thereunto duly authorized.
PARK NEWSPAPERS, INC.
November 14, 1996 By: /s/ Wright M. Thomas
---------------------------------
Wright M. Thomas
President and Assistant Secretary
(Duly Authorized Officer)
November 14, 1996 By: /s/ Randel N. Stair
------------------------------------
Randel N. Stair
Treasurer and Secretary
(Principal Financial Officer)
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<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
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