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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 31, 2000
BENEDEK COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 333-09529 36-4076007
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number)
Incorporation )
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100 PARK AVENUE
ROCKFORD, ILLINOIS 61101
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 815-987-5350
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Item 2. Acquisition or Disposition of Assets
On March 31, 2000, Benedek Communications Corporation (the "Company"),
through its wholly owned subsidiary Benedek Broadcasting Corporation ("BBC"),
acquired substantially all of the operating assets of television stations
WOWT(TV), an NBC affiliate serving Omaha, Nebraska, and KAKE-TV, an ABC
affiliate serving Wichita, Kansas, from The Chronicle Publishing Company
("Chronicle"). The purchase price for the Chronicle stations was $141,000,000.
BBC also assumed certain specified liabilities.
The acquisitions were completed as part of an exchange transaction with
WGRC, Inc. ("WGRC") which acquired from BBC substantially all of the operating
assets of television station WWLP(TV), BBC's NBC affiliate serving Springfield,
Massachusetts. The purchase price for WWLP(TV) was $123,000,000. WGRC acquired
WOWT(TV) and KAKE-TV from Chronicle and then immediately transferred the same to
BBC in exchange for WWLP(TV). BBC paid Chronicle, at the instruction of WGRC,
the difference in the purchase prices for the Chronicle stations and WWLP(TV) of
$18,000,000. Such payment was made from available cash.
The acquisition by BBC of WOWT(TV) and KAKE-TV in exchange for WWLP(TV)
is intended to qualify, to the extent feasible, as a like-kind exchange
transaction under Section 1031 of the Internal Revenue Code.
The transaction will be recorded under the purchase method of
accounting.
Item 7. Financial Statements, Proforma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired. It is impracticable to
provide the required financial statements at the time this report is filed. The
Company will file such statements as soon as practicable, but in no event more
than 60 days after the date this report is required to be filed.
(b) Pro Forma Financial Information. It is impracticable to provide the
required pro forma financial information at the time this report is filed. The
Company will file such information as soon as practicable, but in no event more
than 60 days after the date this report is required to be filed.
(c) Exhibits
99 Press Release, dated March 31, 2000.
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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.
BENEDEK COMMUNICATIONS CORPORATION
(Registrant)
April 17, 2000 By: /s/ Ronald L. Lindwall
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Name: Ronald L. Lindwall
Title: Senior Vice President - Finance and
Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT DESCRIPTION
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99 Press Release, dated March 31, 2000
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Exhibit 99
PRESS RELEASE
BENEDEK BROADCASTING CORPORATION
100 Park Avenue
Rockford, Illinois 61101
CONTACT: Ron Lindwall, Chief Financial Officer
(815) 987-5350
BENEDEK BROADCASTING ANNOUNCES COMPLETION OF ACQUISITION OF
WOWT(TV) AND KAKE-TV FROM CHRONICLE PUBLISHING AND DISPOSITION OF
WWLP(TV) TO WGRC, INC.
March 31, 2000. Rockford, Illinois. Benedek Broadcasting Corporation
announced today that it had completed the acquisition of television stations
WOWT(TV), an NBC affiliate serving Omaha, Nebraska, and KAKE-TV, an ABC
affiliate serving Wichita, Kansas from The Chronicle Publishing Company. The
Wichita-Hutchinson market is the 65th largest television market in the United
States and the Omaha market is the 73rd largest market. KAKE-TV in Wichita also
operates satellite stations in Colby and Garden City, Kansas. The purchase price
for the Chronicle stations was $141,000,000.
The acquisitions were completed as part of an exchange transaction with
WGRC, Inc. which acquired from Benedek Broadcasting Corporation television
station WWLP(TV), its NBC affiliate serving Springfield, Massachusetts. WGRC is
owned by Gary R. Chapman, President and Chief Executive Officer of LIN
Television Corporation. The purchase price for WWLP(TV) was $123,000,000.
Springfield is the 104th largest television market in the United States.
The acquisition by Benedek Broadcasting of WOWT(TV) and KAKE-TV in
exchange for WWLP(TV) is intended to qualify as a like-kind exchange transaction
under Section 1031 of the Internal Revenue Code. Benedek Broadcasting paid the
balance of the purchase price for the Chronicle stations of $18,000,000 in cash.
Benedek Broadcasting owns 23 network-affiliated television stations in
small to medium sized markets throughout the United States. It is a wholly-owned
subsidiary of Benedek Communications Corporation.
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