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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 5, 2001
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.)
720 2nd Avenue South
St. Petersburg, Florida 33701
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(Address of Principal Executive Offices) (Zip Code)
(727) 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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 6, 2000, the Company entered into an agreement with Cox
Communications, Inc. ("Cox") to sell to Cox all of the capital stock of WJAC,
Incorporated for $70.0 million. WJAC, Incorporated owns WJAC, the NBC affiliate
in Johnstown, Pennsylvania. In a related transaction, Smith Acquisition Company
and Smith Acquisition License Company, subsidiaries of the Company, entered
into an agreement with Cox to sell to Cox the assets of WTOV, the NBC affiliate
in Steubenville, Ohio, for $58.0 million. On August 4, 2000, the Company
entered into Time Brokerage Agreements ("TBAs") with Cox under which Cox
programs most of the available time on WJAC and WTOV and retains the revenues
from such sales of advertising time. Cox pays the Company a $0.75 million
monthly fee under the two TBAs and reimburses the Company for out of pocket
costs. On December 22, 2000, the Company and Cox amended their agreement for
the sale of WJAC to provide for the sale of the FCC licenses for WJAC directly
from STC License Company, the subsidiary of the Company which holds such
licenses, to Cox.
The sale of WJAC Incorporated and WTOV closed on January 5, 2001. Of
the preliminary net proceeds from the transactions, amounting to approximately
$126.0 million, $68.0 million was used to permanently retire a portion of the
Company's senior term loan agreement, $55.0 million was transferred to a
collateral account with the Company's senior lender pending the purchase of
WPRI-TV and $3.0 million was transferred to an indemnity escrow account.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
None
(b) Pro Forma Financial Information.
None
(c) Exhibits.
2.1 Asset Purchase Agreement by and among Smith Acquisition Company, Smith
Acquisition License Company and Cox Broadcasting, Inc. for television
station WTOV-TV, Steubenville, Ohio. (1)
2.2 Stock Purchase Agreement by and among STC Broadcasting, Inc., WJAC,
Incorporated and Cox Broadcasting, Inc. for television station
WJAC-TV, Johnstown, Pennsylvania. (1)
2.3 Letter Amendment to Stock Purchase Agreement by and among STC
Broadcasting, STC License Company, WJAC Incorporated and Cox
Broadcasting, Inc. dated December 22, 2000 for television station
WJAC-TV. (3)
2.4 Asset Purchase Agreement dated November 3, 2000, among Clear Channel
Broadcasting, Inc., Clear Channel Broadcasting Licenses, Inc.
(sellers) and STC Broadcasting, Inc. (buyer) for television station
WPRI, Providence, Rhode Island. (2)
(1) Incorporated by reference to the Form 8-K of STC Broadcasting, Inc. filed
July 10, 2000.
(2) Incorporated by reference to the Form 10-Q of STC Broadcasting, Inc. filed
November 8, 2000.
(3) Filed herewith.
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Item 9. Regulation FD Disclosure
The following is a proforma capitalization table and leverage
calculation assuming the sale of WJAC-TV and WTOV-TV and the purchase of
WPRI-TV had closed on December 31, 2000. The following is unaudited,
preliminary and subject to year-end adjustments.
Capitalization Table
December 31, 2000
(000's omitted)
Proforma
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Adjusted for Adjusted for
Estimated Sale of Purchase of
Historical WJAC/WTOV WPRI
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Cash $ 10,000 $ 65,000 $ 10,000
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Senior Debt
Revolver $ 1,750 $ 1,750 $ 1,750
Term $ 93,500 $ 25,500 $ 25,500
Senior Subordinate
Debt $100,000 $100,000 $100,000
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Total Debt $195,250 $127,250 $127,250
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Leverage:
EBITDA $ 33,700 (1) $ 26,100 $ 30,400
Total Debt/EBITDA 5.8 4.9 4.2
(1) Estimated for the year ended December 31, 2000
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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: January 9, 2001 By: /s/ David A. Fitz
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David A. Fitz
Senior Vice President and
Chief Financial Officer
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