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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
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Date of Report (Date of Earliest Event Reported): October 1, 1997
STC BROADCASTING, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-29555 75-2676358
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(Commission File Number) (I.R.S. Employer Identification No.)
3839 4th Street North
Suite 420
St. Petersburg, Florida 33703
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(Address of Principal Executive Offices) (Zip Code)
(813) 821-7900
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
0
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 1, 1997, STC Broadcasting, Inc., a Delaware corporation
("STC"), consummated the acquisition of WJAC, Incorporated, a Pennsylvania
corporation ("WJAC"), pursuant to the terms of an agreement and plan of merger
(the "Acquisition"). The aggregate purchase price paid to the former
shareholders of WJAC was $34.6 million, plus working capital of approximately
$1.4 million, and was determined as a result of an arm's length negotiation
between STC and WJAC.
WJAC, Channel 6, is a VHF NBC-affiliated station serving the
Johnstown/Altoona, Pennsylvania market. WJAC owns assets that constitute
plant, equipment and other physical property used in the operation of
television stations and will continue to be utilized by STC for such purposes.
STC financed the Acquisition with (i) $17.0 million of borrowings
under a revolving credit facility with a syndicate of commercial banks and
other institutions, which is agented by The Chase Manhattan Bank and
NationsBank of Texas, N.A., (ii) $15.0 million of additional equity capital
provided by Sunrise Television Corp. (the parent company of STC) and (iii)
available cash on hand.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
Financial information of WJAC has been previously filed with the
Commission on the Company's Registration Statement on Form S-1 (Registration
Number 333-29555).
(b) Pro Forma Financial Information.
Pro forma financial information for the Acquisition, as well as
certain other transactions, has been previously filed with the Commission on
the Company's Registration Statement on Form S-1 (Registration Number
333-29555).
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of May 9, 1997, by and among
STC Broadcasting, Inc., WJAC Acquisition Corp. and WJAC, Incorporated.
(Incorporated by reference to the Company's Registration Statement on
Form S-1 (Registration Number 333-29555).)
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
STC BROADCASTING, INC.
Date: October 16, 1997 By: /s/ DAVID A. FITZ
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David A. Fitz
Senior Vice President and
Chief Financial Officer
