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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report:
June 2, 2000
Beasley Broadcast Group, Inc.
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(Exact Name of Registrant as
Specified in Charter)
0-29253
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(Commission File No.)
65-0960915
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(IRS Employer
Identification No.)
Delaware
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(State or Other Jurisdiction
of Incorporation)
3033 Riviera Drive, Suite 200
Naples, Florida 34103
(Address of Principal
Executive Offices)
(941) 263-5000
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(Registrant's telephone
number, including area code)
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ITEM 5. OTHER EVENTS
On June 2, 2000, Beasley FM Acquisition Corp., an indirect wholly-owned
subsidiary of Beasley Broadcast Group, Inc. entered into an agreement to acquire
all of the outstanding common stock of Centennial Broadcasting Nevada, Inc. and
all of the membership interests in Centennial Broadcasting, LLC for an aggregate
purchase price, subject to certain adjustments, of approximately $137.5 million.
Centennial Broadcasting Nevada, Inc. owns approximately 18.5% of the membership
interests in Centennial Broadcasting, LLC. Centennial Broadcasting, LLC owns the
radio stations KJUL-FM, KSTJ-FM and KKLZ-FM in Las Vegas, Nevada and WBYU-AM,
WRNO-FM and KMEZ-FM in New Orleans, Louisiana. Beasley Broadcast Group, Inc.
expects to finance this acquisition with amounts borrowed under a revised credit
facility currently being negotiated. The revised credit facility is expected to
include an increased maximum commitment and a revision to the scheduled
reductions of the maximum commitment. Although Beasley Broadcast Group, Inc.
anticipates revising its credit facility prior to closing on this acquisition,
there can be no assurances that Beasley Broadcast Group, Inc. will be able to
revise its credit facility as described above or at all. If the credit facility
cannot be revised as described above, Beasley Broadcast Group, Inc. may need to
seek alternative financing to complete this acquisition. Completion of the
transaction is subject to FCC approval, the expiration of the applicable
Hart-Scott-Rodino waiting period and other customary closing conditions.
The summary of the transaction described above is qualified by
reference to the Equity Interest Purchase Agreement, a copy of which is an
exhibit hereto or incorporated by reference.
In an unrelated event, on May 9, 2000, Beasley Broadcast Group, Inc.
named Herb McCord, 57, President of Granum Communications, to its Board of
Directors.
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SIGNATURE
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.
Beasley Broadcast Group, Inc.
By: /s/ George G. Beasley
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Name: George G. Beasley
Title: Chairman of the Board and Chief Executive Officer
By: /s/ Caroline Beasley
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Name: Caroline Beasley
Title: Vice President, Chief Financial Officer, Secretary,
Treasurer and Director
Date: June 12, 2000
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EXHIBIT INDEX
2.1 Equity Interest Purchase Agreement of Centennial Broadcasting Nevada,
Inc. and Centennial Broadcasting, LLC, dated June 2, 2000.
99.1 Press Release for Equity Interest Purchase Agreement.
99.2 Press Release for New Director.
