UNITED STATES
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) June 2, 1997
Meredith Corporation
(Exact name of registrant as specified in its charter)
Iowa 1-5128 42-0410230
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1716 Locust Street, Des Moines, Iowa 50309-3023
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code 515 - 284-3000
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Item 5. Other Events.
On June 2, 1997, Meredith Corporation announced in a press release, attached
hereto as Exhibit 99, that it had entered into an agreement to acquire a
television station serving the Hartford-New Haven, Connecticut market in
exchange for an Orlando, Florida television station, to be acquired in the
purchase of the First Media Television, L.P. assets. In addition, Meredith
Corporation will receive $60 million in cash.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99 Press release issued by Meredith Corporation dated
June 2, 1997.
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, thereunto duly authorized.
MEREDITH CORPORATION
Registrant
(Larry D. Hartsook)
Larry D. Hartsook
Vice President - Finance
(Principal Financial and
Accounting Officer)
Date: June 3, 1997
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Index to Exhibits
Exhibit
Number Item
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99 Press release issued by Meredith Corporation dated
June 2, 1997.
EXHIBIT 99
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MEREDITH CORPORATION TO ACQUIRE
HARTFORD, CONN., TELEVISION STATION
DES MOINES, IA -- (June 2, 1997) -- Meredith Corporation announced today an
agreement to acquire WFSB-TV, the CBS affiliate serving Hartford-New Haven,
Conn., in exchange for WCPX-TV, the CBS affiliate serving Orlando, Fla., which
is one of the stations Meredith agreed to purchase from First Media Television,
L.P. earlier this year. Terms of the agreement to acquire WFSB from Post-
Newsweek Stations, Inc., a wholly owned subsidiary of The Washington Post Co.,
call for an exchange of assets plus a $60 million cash payment to Meredith.
"We are enthusiastic about this opportunity for further expansion of our
Broadcasting Group," said Meredith President and CEO William T. Kerr. "As the
top-rated station in the 27th largest market, WFSB fits nicely with our stated
growth strategy to acquire network affiliated stations in the top 40 markets.
It also expands our reach to a growing market in the Northeast region," he
said.
The Hartford-New Haven designated market area has the fourth highest household
income level and the third highest per capita income level among the top 40
markets in the country. Broadcast industry analysts expect the annual market
revenue to grow somewhat above the national average of 5 percent.
Meredith's purchase of the First Media stations included WCPX in Orlando, where
Meredith already owns Fox affiliate WOFL-TV. Because Federal Communications
Commission (FCC) regulations prohibit one company from owning two TV stations
that serve the same viewing area, the acquisition will resolve any ownership
conflict for Meredith in Orlando.
Meredith's acquisition of WFSB is expected to close this fall, pending approval
from the FCC. The purchase of the other three First Media stations is expected
to close this summer. After crediting the $60 million cash payment, the net
cost to Meredith for the combined transaction si $375 million, or a multiple of
approximately 10 times cash flow. Meredith will finance the acquisition
through a combination of cash and debt.
The Post-Newsweek exchange lessens the dilution of earnings per share caused by
the First Media acquisition, which was originally estimated at 15 to 17 cents
for fiscal 1998 and half that in fiscal 1999. Dilution now is expected to be
between 8 and 10 cents per share in year one, about half that in year two and
accretive by year three.
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When the acquisitions are complete, the Meredith Broadcasting Group will
include 11 stations, reaching nearly 8 percent of the nation's TV households.
Meredith's current Broadcasting Group includes KCTV, CBS, Kansas City; KPHO-TV,
CBS, Phoenix; KVVU, Fox, Las Vegas; WNEM, CBS, Flint-Saginaw, Mich.; WOFL, Fox,
Orlando; WOGX, Fox, Ocala-Gainesville, Fla.; and WSMV, NBC, Nashville. The
First Media acquisition includes KPDX, Fox, Portland, Ore.; KFXO, Fox, Bend,
Ore.; and WHNS, Fox, Asheville, N.C.-Greenville, N.C.
Meredith Corporation, headquartered in Des Moines, Iowa, is one of America's
leading media and marketing companies. Meredith businesses center on magazine
and book publishing, television broadcasting, residential real estate marketing
and franchising, and brand licensing.
The Meredith Publishing Group is the country's foremost home and family
publisher. The group creates and markets magazines including Better Homes and
Gardens, Ladies' Home Journal, Country Home, Country Home Country Gardens,
Country America, Midwest Living, Traditional Home, Renovation Style, WOOD,
Family Money, American Patchwork & Quilting, Decorative Woodcrafts, Cross
Stitch & Needlework, Crafts Showcase, Floral & Nature Crafts, Successful
Farming, Mature Outlook, Crayola Kids, Golf for Women, the American Park
Network, 42 Special Interest Publications, custom publications through Meredith
Custom Publishing, and books titled under Meredith trademarks including the
popular Better Homes and Gardens New Cook Book.
The statements in this news release describing the financial impact of the
acquisition on the company are forward-looking statements. These statements
are based upon information provided by the seller and certain assumptions as to
interest rates and the future performance of the stations to be acquired. The
actual financial impact of the acquisition could differ materially from the
anticipated results. The factors that could cause actual results to differ
include lower than expected station operating results; adverse economic
conditions in the nation, regionally, and in the markets in which the stations
operate; adverse changes in regulations affecting the broadcast industry
generally and specified stations; changes in ownership of other stations; delay
in the closing of the acquisition and increased rates over the term of the debt
obligation.
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