<PAGE> 1
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): February 15, 1999
BULL RUN CORPORATION
(Exact name of registrant as specified in its charter)
GEORGIA 0-9385 91-1117599
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
4370 PEACHTREE ROAD, N.E., ATLANTA, GEORGIA 30319
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 266-8333
Former name or former address, if changed since last report: Not Applicable
Page 1 of 3 pages
<PAGE> 2
Item 5. Other Events
On February 15, 1999, Bull Run Corporation (the "Company") issued a
press release (the "Press Release") disclosing that it had entered into an
agreement (the "Agreement") to acquire the stock of Host Communications, Inc.
and Universal Sports America, Inc. not currently owned by the Company.
The Press Release regarding the Agreement is being filed as an exhibit
hereto and is hereby incorporated by reference herein.
2
<PAGE> 3
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press Release issued February 15, 1999
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.
Date: February 17, 1999 BULL RUN CORPORATION
By: /s/ FREDERICK J. ERICKSON
--------------------------------------
Frederick J. Erickson
Vice President - Finance,
Chief Financial Officer, Treasurer and
Assistant Secretary
3
<PAGE> 1
EXHIBIT 99.1
News Release
February 15, 1999
BULL RUN CORPORATION ANNOUNCES MERGER AGREEMENT WITH SPORTS MARKETING FIRMS
Atlanta, Georgia - Bull Run Corporation (Nasdaq: BULL) announced today an
agreement to acquire the stock of Host Communications, Inc. ("HCI") and
Universal Sports America, Inc. ("USA") not currently owned by Bull Run, for
approximately $93 million, net of cash acquired. Approximately $35 million of
the $93 million purchase price would be paid to HCI and USA stockholders in cash
and the remainder would be paid in Bull Run common stock. Total consideration in
this transaction for HCI and USA is expected to exceed $128 million. Bull Run is
currently HCI's largest stockholder, owning directly or indirectly approximately
33% of HCI's outstanding common stock and 51% of HCI's outstanding preferred
stock. Bull Run and HCI together are the largest stockholders of USA, with Bull
Run owning approximately 3% of USA's outstanding capital stock and HCI owning
approximately 33% of USA's outstanding capital stock. For their most recent
fiscal year ended June 30, 1998, HCI and USA together had revenues of
approximately $109 million. This transaction is subject to the terms and
conditions of a merger agreement, including the approval of the stockholders of
each of the companies, and is expected to close by May.
"We are very excited about this transaction," commented Robert S. Prather, Jr.,
Bull Run's President and CEO, and a present board member of both HCI and USA.
"We've been an investor in both companies for several years and know them well.
Each has excellent management and demonstrated marketplace expertise. We think
both are extremely well positioned to take full advantage of the growth in
sports marketing, association management, event marketing and new media
marketing, including the Internet."
Douglas L. Jarvie, USA's President and Chief Executive Officer, said, "This
merger permits us to increase our rapid growth as a company, and we are pleased
that Bull Run, with its intimate knowledge of USA and its people, has chosen to
merge with us."
W. James Host, Chief Executive Officer of HCI, added, "This is a big move for
HCI and our stockholders. We know Bull Run well, and we believe that this merger
will better enable us to continue our growth. On the personal level, we are
delighted to extend our relationship with Bob Prather and his partner, Mack
Robinson, who have already contributed much to HCI's great progress of recent
years."
USA, based in Dallas, is a full-service, lifestyle and sports marketing company
that specializes in developing integrated marketing programs and events on the
professional, collegiate and high school level. USA's Streetball International
division oversees the management and production of more than 270 worldwide
events in conjunction with NBC Sports, the NBA, the NFL, the NHL, MLB and the
PGA TOUR. USA's collegiate division is a marketing partner for many leading
schools and conference athletic programs, including the University of Tennessee,
Florida State University and the Big 12 Conference.
HCI, based in Lexington, Kentucky, is a well established sports marketing and
association management company. It is the primary marketer for the National
Collegiate Athletic Association, a business relationship that is now in its 24th
year. Additionally, HCI has significant printing, publishing, broadcast and
Internet operating divisions. HCI also manages the National Tour Association,
National Grocers Association, Quest, J.D. Edwards Users Group, and other
associations.
Current shareholders of HCI include General Electric Capital Corporation; USA's
include NBC Sports Ventures, Inc. and Hunt Capital Group, LLC. Currently, these
groups are expected to retain investments in Bull Run.
In addition to HCI and USA, Bull Run has significant investments in other sports
and media companies, including Gray Communications Systems, Inc. (NYSE: GCS and
GCS.B), which owns and operates ten television stations and three newspapers;
Rawlings Sporting Goods Company, Inc. (Nasdaq: RAWL), a leading supplier of team
sports equipment in North America; and Total Sports, Inc., a sports content
Internet company. Bull Run also owns Datasouth Computer Corporation, a computer
printer manufacturer.
For additional information, contact Robert S. Prather, Jr., President & CEO of
Bull Run Corporation, at (404) 266-8333.
1
