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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: July 14, 2000
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Liberty Group Operating, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 333-46959 36-4197636
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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 July 1, 2000, Registrant, through Liberty Group Michigan Holdings,
Inc., a Delaware corporation and a wholly-owned subsidiary of Registrant
(the "Registrant's Michigan Subsidiary"), purchased from IMG Holdings,
Inc., a Delaware corporation ("IMGH"), Independent Media Holdings, Inc.,
a Delaware corporation and a wholly-owned subsidiary of IMGH ("IMH"),
and Independent Media Group, Inc., a Wisconsin corporation and a
wholly-owned subsidiary of IMH ("IMG," and together with IMGH and IMH,
the "Sellers") certain assets, including the real property, mastheads,
trade names, trademarks, service marks and other marks (and the good will
associated therewith), subscriber lists, inventory, accounts receivable
and equipment of or relating to certain newspapers published, marketed
and distributed by Sellers in the State of Michigan (the "Newspapers").
Prior to this transaction, no material relationship existed between
Registrant and Sellers, or between any affiliates of such entities.
On July 1, 2000, Registrant paid to IMG $40,445,000 in cash (the
"Purchase Price").
The Purchase Price was adjusted by a payment by Registrant for the net
working capital (current assets, security and other deposits, certain
inventory, and other assets net of current liabilities) of Sellers with
respect to the business of operating the Newspapers as of July 1, 2000,
estimated at approximately $324,657 for purposes of the closing of the
transaction, and subject to a post-closing adjustment, as set forth in
the purchase agreement.
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 Sellers in their business of publishing, marketing
and distributing the Newspapers. Registrant will use these assets for the
same purposes as previously used by Sellers.
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 June 29, 2000, by and between Midwest
Publishing Statutory Trust, a Connecticut statutory trust and parent of
IMG, and Registrant's Michigan Subsidiary, as amended and joined by each
of Sellers pursuant to that certain Joinder and Assumption Agreement,
dated as of June 30, 2000, copies of which are filed as exhibits to this
Report and are hereby incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements of Acquired Business
Audited financial statements of Sellers 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 June 29, 2000, by and
between Midwest Publishing Statutory Trust and Liberty Group
Michigan Holdings, Inc.
2.2 Joinder and Assumption Agreement, dated as of June 30, 2000, by
IMG Holdings, Inc., Independent Media Holdings, Inc. and
Independent Media Group, Inc. and acknowledged by Midwest
Publishing Statutory Trust and Liberty Group Michigan 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 Operating, Inc.
Date: July 14, 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
June 29, 2000, by and between Midwest
Publishing Statutory Trust and Liberty
Group Michigan Holdings, Inc.
2.2 Joinder and Assumption Agreement,
dated as of June 30, 2000, by IMG
Holdings, Inc., Independent Media
Holdings, Inc. and Independent Media
Group, Inc, and acknowledged by
Midwest Publishing Statutory Trust and
Liberty Group Michigan Holdings, Inc.
