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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: November 16, 2000
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Liberty Group Publishing, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 333-46959 36-4197635
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3000 Dundee Road, Northbrook, Illinois 60062
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (847) 272-2244
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On November 1, 2000, Registrant, through Liberty Group Illinois
Holdings, Inc., a Delaware corporation and an indirect wholly-owned
subsidiary of Registrant (the "Registrant's Illinois Subsidiary"),
purchased from Mid-Illinois Newspapers, Inc., an Illinois corporation
(the "Seller") certain assets, including the real property, mastheads,
trade names, trademarks, service marks and other marks (and the
goodwill associated therewith), subscriber lists, inventory, accounts
receivable and equipment of or relating to certain newspapers
published, marketed and distributed by Seller in the State of Illinois
(the "Newspapers").
Prior to this transaction, no material relationship existed between
Registrant and Seller, or between any affiliates of such entities.
On November 1, 2000, Registrant paid to Seller $9,000,000 in cash (the
"Purchase Price").
In determining the Purchase Price and for purposes of the closing of
the transaction, the parties assumed that the net working capital (that
is, accounts receivable, certain prepaid expenses and other deposits
and certain other current assets net of current liabilities) of Seller
with respect to the business of operating the Newspapers as of November
1, 2000 was zero, subject to a post-closing adjustment, as set forth in
that certain Asset Purchase Agreement, dated as of October 31, 2000, by
and between Seller and Registrant's Illinois Subsidiary.
The Purchase Price was funded via Registrant's credit facility, which
is led by Citicorp USA, Inc., as administrative agent.
(b) Registrant acquired the purchased assets, constituting substantially
all of the assets owned by Seller in its business of publishing,
marketing and distributing the Newspapers. Registrant will use these
assets for the same purposes as previously used by Seller.
The foregoing summary of the terms of this transaction is qualified in
its entirety by reference to the provisions of that certain Asset
Purchase Agreement, dated as of October 31, 2000, by and between Seller
and Registrant's Illinois Subsidiary, a copy of which is filed as an
exhibit to this Report and is hereby incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Acquired Business
Audited financial statements of Seller with respect to the Newspapers
required pursuant to Regulation S-X cannot be provided at this time,
but shall be filed as soon as practicable and in no event later than 60
days after the date by which this Report on Form 8-K is required to be
filed.
(b) Pro Forma Financial Information
The pro forma financial information required pursuant to Article 11 of
Regulation S-X cannot be provided at this time, but shall be filed as
soon as practicable and in no event later than 60 days after the date
by which this Report on Form 8-K is required to be filed.
(c) Exhibits
2.1 Asset Purchase Agreement, dated as of October 31, 2000, by and
between Mid-Illinois Newspapers, Inc. and Liberty Group Illinois
Holdings, Inc.
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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.
Liberty Group Publishing, Inc.
Date: November 16, 2000 By: /s/ Kenneth L. Serota
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Title: President and Chief Executive Officer
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Exhibit Index
Exhibit # Item
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2.1 Asset Purchase Agreement, dated as of October 31,
2000, by and between Mid-Illinois Newspapers, Inc.
and Liberty Group Illinois Holdings, Inc.
