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Previous: DEFINED ASSET FUNDS MUNICIPAL INVT TR FD NEW YORK SER A, 497, 1996-08-02 |
Next: ZYCAD CORP, S-3/A, 1996-08-02 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 26, 1996
-------------
Date of Report (Date of Earliest Event Reported)
TRIBUNE COMPANY
---------------
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation)
1-8572 36-1880355
------ ----------
(Commission File Number) (IRS Employer Identification No.)
435 North Michigan Avenue, Chicago, Illinois 60611
- -------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 222-9100
<PAGE>
This Current Report on Form 8-K/A amends Item 7 (a) of the Current Report on
Form 8-K filed on July 26, 1996.
Item 7. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements of Businesses Acquired
The financial statements of Renaissance Communications Corp. for the
three months and six months ended June 30, 1996 and June 30, 1995
(as filed with Renaissance Communications Corp.'s Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996) are included herewith as
exhibit 99.1
(c) Exhibits
99.1 Financial statements of Renaissance Communications Corp. as
set forth in the Quarterly Report on Form 10-Q of Renaissance
Communications Corp. for the quarter ended June 30, 1996.
<PAGE>
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.
TRIBUNE COMPANY
By /s/ R. Mark Mallory
-------------------
R. Mark Mallory
Vice President and Controller
August 2, 1996
2
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Description
- ----------- -------------------
99.1 Financial statements of Renaissance Communications Corp. as
set forth in the Quarterly Report on Form 10-Q of
Renaissance Communications Corp. for the quarter ended
June 30, 1996.
3
EX-99.1
Renaissance Communications Corp.
Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
(Unaudited) (Audited)
---------------------------------------
(in thousands)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $10,707 $9,912
Accounts receivable, less allowance for
doubtful accounts of $2,192,000 and $2,128,000
in 1996 and 1995, respectively 41,375 41,258
Note receivable from officer 3,078 0
Barter program rights 17,708 29,247
Program rights 27,206 35,451
Prepaid expenses and other current assets 3,752 3,464
---------------------------------------
Total current assets 103,826 119,332
Property, plant and equipment, net of accumulated
depreciation of $36,086,000 and $33,061,000
in 1996 and 1995, respectively 35,855 37,215
Barter program rights 10,294 14,247
Program rights 36,027 45,445
Intangible assets, net of accumulated amortization
of $27,138,000 and $23,412,000 in 1996 and
1995, respectively 155,132 158,858
Deferred financing costs, net of accumulated
amortization of $3,391,000 and $2,642,000
in 1996 and 1995, respectively 2,382 3,131
Note receivable and other assets 4,305 4,331
---------------------------------------
Total assets $347,821 $382,559
=======================================
</TABLE>
See accompanying notes
1
<PAGE>
Renaissance Communications Corp.
Consolidated Balance Sheets (Continued)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
(Unaudited) (Audited)
----------------------------------------
(in thousands)
<S> <C> <C>
Liabilities and shareholders' equity
Current liabilities:
Accounts payable $2,106 $2,464
Accrued expenses 10,508 8,325
Senior secured term loan 14,367 16,209
Barter program payable 17,708 29,247
Program payable 38,661 41,247
----------------------------------------
Total current liabilities 83,350 97,492
Senior secured term loan and revolving credit facility 28,676 47,546
Barter program payable 10,294 14,247
Program payable 40,632 54,563
Deferred income taxes 4,263 4,263
Other noncurrent liabilities 300 301
Common shareholders' equity:
Common Stock, par value $.01 per share, authorized
97,500,000 shares, issued and outstanding 30,337,207
and 30,037,206 shares in 1996 and 1995 303 300
Additional paid-in capital 164,270 162,273
Notes receivable from warrant exercise (2,000) 0
Accumulated earnings 17,733 1,574
----------------------------------------
Total shareholders' equity 180,306 164,147
----------------------------------------
Total liabilities and shareholders' equity $347,821 $382,559
========================================
</TABLE>
See accompanying notes
2
<PAGE>
Renaissance Communications Corp.
Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
1996 1995 1996 1995
-----------------------------------------------------------------------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Net revenue $47,061 $37,621 $83,234 $68,013
Barter revenue 8,770 6,765 17,944 13,642
-----------------------------------------------------------------------
Total revenue 55,831 44,386 101,178 81,655
Operating expenses 3,926 3,394 7,847 6,900
Selling, general and administrative expenses 9,940 8,854 18,684 16,822
Amortization of program rights 9,984 6,457 20,448 13,659
Amortization of barter program rights 8,516 6,469 17,424 13,063
Depreciation and amortization 3,798 3,888 7,569 8,193
-----------------------------------------------------------------------
Total operating expenses 36,164 29,062 71,972 58,637
-----------------------------------------------------------------------
Profit from operations 19,667 15,324 29,206 23,018
Other income (expense) net (36) (55) (93) (51)
Interest income 288 320 579 694
Interest expense (825) (1,755) (1,974) (4,062)
-----------------------------------------------------------------------
Income before provision for income taxes and
extraordinary item 19,094 13,834 27,718 19,599
Provision for income taxes 7,706 1,248 11,337 1,800
-----------------------------------------------------------------------
Income before extraordinary item 11,388 12,586 16,381 17,799
Extraordinary item:
Loss on early extinguishment of debt, net of taxes 0 0 222 0
-----------------------------------------------------------------------
Net income $11,388 $12,586 $16,159 $17,799
=======================================================================
Net income per common and common equivalent
share before extraordinary loss $0.37 $0.41 $0.53 $0.58
Extraordinary loss 0.00 0.00 0.01 0.00
-----------------------------------------------------------------------
Net income per common and common equivalent share $0.37 $0.41 $0.52 $0.58
=======================================================================
Shares used in earnings per share calculation 30,944 30,645 30,879 30,617
=======================================================================
</TABLE>
See accompanying notes
3
<PAGE>
Renaissance Communications Corp.
Consolidated Statement of Changes in Shareholders' Equity
Six months ended June 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
Additional Notes
Common Paid-In Receivable From Accumulated
Stock Capital Warrant Exercise Earnings Total
---------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1995 $300 $162,273 $1,574 $164,147
Net Income 16,159 16,159
Exercise of warrants 3 1,997 (2,000) 0
---------------------------------------------------------------------------------------------
Balance at June 30, 1996 $303 $164,270 ($2,000) $17,733 $180,306
=============================================================================================
</TABLE>
See accompanying notes
4
<PAGE>
Renaissance Communications Corp.
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six months ended June 30,
1996 1995
--------------------------------------
(in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income $16,159 $17,799
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization 7,569 8,193
Amortization of program rights,
net of barter 20,448 13,659
Amortization of discount on certain contracts payable - 3
Provision for bad debts 471 195
Loss on early extinguishment of debt, net of taxes 222 -
Gain (loss) on disposal of fixed assets 93 51
Program payments (19,303) (14,600)
Decreases (increases) in assets and increases
(decreases) in liabilities:
Accounts receivable (588) 3,524
Prepaid expenses, other current assets
and other assets (462) (1,662)
Accounts payable (358) (709)
Accrued expenses 2,332 (432)
--------------------------------------
Total adjustments 10,424 8,222
--------------------------------------
Net cash provided by operating activities 26,583 26,021
Cash flows from investing activities:
Capital expenditures (2,198) (2,493)
Issuance of note receivable to officer (3,078) -
Proceeds from principal payment on note receivable 200 200
--------------------------------------
Net cash used in investing activities (5,076) (2,293)
--------------------------------------
Cash flows from financing activities:
Principal payments on senior secured term loan and
revolving credit facility (20,712) (24,216)
Principal payments on other noncurrent liabilities - (63)
Proceeds from exercise of warrants (See Note 2) - 373
--------------------------------------
Net cash used in financing activities (20,712) (23,906)
--------------------------------------
Net increase (decrease) in cash and cash equivalents 795 (178)
Cash and cash equivalents
Balance at the beginning of the period 9,912 10,129
--------------------------------------
Balance at the end of the period $10,707 $9,951
======================================
</TABLE>
See accompanying notes
5
<PAGE>
Renaissance Communications Corp.
Notes to Consolidated Financial Statements
(Unaudited)
1. Financial Statement Presentation
--------------------------------
As of June 30, 1996, Renaissance Communications Corp.(the "Company")
owned and operated six television stations: KDAF, Dallas, Texas; WDZL,
Miami/Ft. Lauderdale, Florida; KTXL, Sacramento, California; WTIC,
Hartford/New Haven, Connecticut; WXIN, Indianapolis, Indiana; and WPMT,
Harrisburg, Pennsylvania. The interim financial statements presented
herein include the accounts of the Company and its wholly owned
subsidiaries for the period of time they were owned and operated by the
Company. All significant intercompany items and transactions are
eliminated in consolidation.
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all the normal recurring adjustments
necessary for a fair presentation of the results for the interim
periods presented. The results for the interim period are not
necessarily indicative of the results to be expected for the full year.
2. Shareholders' Equity
--------------------
On May 21, 1996, certain family members of an officer exercised
warrants for 300,000 shares. The exercise price was satisfied through
the issuance of $2,000,000 in demand notes to the Company. The notes
bear interest at an annual rate of 6%.
3. Pending Transactions
--------------------
On July 1, 1996, the Company entered into a definitive agreement to be
acquired by Tribune Company for $36.00 per share in cash for an
aggregate purchase price of $1.13 billion. The transaction is subject
to shareholder and FCC approval. The transaction is expected to close
in early 1997.
In March 1994, the Company entered into an agreement to sell the voting
common stock of the subsidiary that holds the FCC license of WTIC ("61
Licensee") in order to comply with FCC regulations which prohibit it
from controlling the FCC license because the majority owner of the
Company owns newspapers within the service area of WTIC. The Company
will retain a 98% nonvoting interest in 61 Licensee and will continue
to consolidate the results of WTIC, including 61 Licensee. The
transaction is subject to the consent of the FCC. An application for
such consent is pending before the FCC. In connection with the filing
of the application to the FCC for transfer of control of the stations
to Tribune Company, the Company will withdraw the pending application
for transfer of control of WTIC and the related agreements will
terminate.
6
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