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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): February 7, 2000
(February 2, 2000)
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TRI-STATE OUTDOOR MEDIA GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
KANSAS 33-59137 48-1061763
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
3416 HIGHWAY 41 SOUTH, TIFTON, GEORGIA 31793
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) (800) 732-8261
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On February 2, 2000, Tri-State Outdoor Media Group, Inc. issued the
following press release;
SGH HOLDINGS ENTERS AGREEMENT TO
ACQUIRE PNE MEDIA HOLDINGS
Tifton, GA. February 2, 2000 -- SGH Holdings, Inc. ("SGH"), the parent
company of Tri-State Outdoor Media Group, Inc. ("Tri-State"), announced today
that it has entered into a definitive agreement whereby it will acquire
substantially all the interests in PNE Media Holdings, Inc. ("PNE"). PNE owns
and operates approximately 7,700 outdoor advertising billboard faces primarily
in metropolitan markets in 14 states.
PNE Media Holdings, LLC will be operated as a stand along subsidiary of
SGH. SGH will continue to operate Tri-State as a stand along subsidiary.
Tri-State owns and operates approximately 13,600 outdoor advertising billboard
faces in 31 states. This transaction will not result in a "change of control"
under the public debt indenture governing the $100 million, 11% senior notes
due 2008 of Tri-State and such existing debt of Tri-State will remain
outstanding.
Sheldon G. Hurst, the Chief Executive Officer of SGH, stated, "We are very
excited about this transaction. We are substantially increasing the outdoor
advertising assets under the SGH Holdings' umbrella." Completion of this
transaction is subject to certain conditions, and it is anticipated that the
closing will occur within 90 days.
Contact: William G. McLendon, Chief Financial Officer Tri-State,
1-800-732-8261
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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.
TRI-STATE OUTDOOR MEDIA GROUP, INC.
Date: February 7, 2000 By: /s/ William G. McLendon
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William G. McLendon
Chief Financial Officer
