<PAGE>
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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) January 9, 1995
Park Communications, Inc.
Exact name of registrant as specified in its charter)
Delaware 0-12743 16-0986694
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification
of incorporation) No.)
Terrace Hill, Ithaca, N.Y. 14851
(Address of principal executive offices)
Registrant's telephone number, including area code: 607-272-9020
N/A
(Former name or former address, if changed since last report)<PAGE>
<PAGE> 2
Item 5. Other Events.
On January 9, 1995, the Registrant provided to the holders of the
Registrant's issued and outstanding 6-7/8 % Convertible Subordinated
Debentures due March 15, 2011 ("Debentures"), the attached notice relating
to the redemption of the Debentures. As of January 5, 1995, Debentures in
the principal amount of $45,351,000 were outstanding. If all holders of
the outstanding Debentures elect to exercise their right of conversion in
lieu of redemption as described in the attached notice, approximately
2,366,138 additional shares of the Registrant's common stock would be
issued and outstanding. As of December 31, 1994, the estate of the
Registrant's founder, Roy H. Park ("Estate"), owned or controlled
approximately 88.6% of the issued and outstanding common stock of the
Registrant (assuming conversion into common stock of the Debentures held or
controlled by the Estate and no conversion of other outstanding Debentures,
other than those already converted as of December 31, 1994). If all of the
Debentures are converted into common stock, the Estate would own or control
approximately 80.1% of the Registrant's issued and outstanding common
stock.
As previously reported, on October 25, 1994, the Registrant
entered into an agreement to be acquired by Park Acquisitions, Inc.
("PAI"). Pursuant to the terms of the attached Agreement Regarding Cash
Balance and Amendment No. 1 to the Agreement and Plan of Merger dated as of
October 25, 1994, Among PAI, Park Acquisitions Subsidiary, Inc., a wholly
owned subsidiary of PAI ("PAS"), and the Registrant, PAI and PAS have
consented to the conversion of the Debentures and the parties have amended
the Agreement and Plan of Merger to the extent necessary to clarify and
adequately reflect their mutual understandings regarding the cash balance
on the Registrant's books at closing of the acquisition.
The sale of the Registrant is contingent upon, among other things,
receiving the consent of the Federal Communications Commission ("FCC") to the
transfer of control of the Registrant and its broadcast licenses to PAI. On
November 7, 1994, the Registrant and PAI filed with the FCC their respective
applications for consent to such transfer (FCC File Nos. BTCCT-941107KJ, et
seq.). To the Registrant's knowledge, only one formal and two informal
objections to the transfer were submitted to the FCC by December 22, 1994, the
final date for receipt of such objections. While review of these objections by
the FCC could extend the time related to the granting of FCC consent, the
Registrant does not believe that any of the objections will result in a denial
of consent to the transfer.
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Item 7. Financial Statements, Pro Forms Financial Information and Exhibits
(c) Exhibits
2.1 - Agreement Regarding Cash Balance and Amendment No. 1 to the
Agreement and Plan of Merger dated as of October 25, 1994, Among
Park Acquisitions, Inc., Park Acquisitions Subsidiary, Inc. and
Park Communications, Inc.
2.2 - List of contents of all schedules to the Agreement and Plan
of Merger among Park Acquisitions, Inc., Park Acquisitions
Subsidiary, Inc. and Park Communications, Inc. dated as of
October 25, 1994
99 - Form of Notice provided to Holders of the Registrant's
issued and outstanding Convertible Subordinated Debentures (due
March 15, 2011)
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.
PARK COMMUNICATIONS, INC.
Date: 1/13/95 /s/ Dorothy D. Park
_____________________________
Dorothy D. Park
Chairman of the Board
Date: 1/13/95 /s/ Wright M. Thomas
_____________________________
Wright M. Thomas
President, Chief Operating Officer,
Assistant Secretary and Director
Date: 1/13/95 /s/ Randel N. Stair
_____________________________
Randel N. Stair
Vice President -- Chief Financial
Officer, Controller, Treasurer and Assistant
Secretary (Principal Financial Officer)
<PAGE>
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EXHIBIT INDEX
2.1 - Agreement Regarding Cash Balance and Amendment No. 1 to the Agreement
and Plan of Merger dated as of October 25, 1994, Among Park Acquisitions,
Inc., Park Acquisitions Subsidiary, Inc. and Park Communications, Inc.
2.2 - List of contents of all schedules to the Agreement and Plan of Merger
among Park Acquisitions, Inc., Park Acquisitions Subsidiary, Inc. and the
Registrant dated as of October 25, 1994
99 - Form of Notice provided to Holders of the Registrant's issued and
outstanding Convertible Subordinated Debentures (due March 15, 2011)<PAGE>
<PAGE>
EXHIBIT 2.1
AGREEMENT REGARDING CASH BALANCE
AND AMENDMENT NO. 1 TO THE
AGREEMENT AND PLAN OF MERGER
Dated as of October 25, 1994,
Among
PARK ACQUISITIONS, INC.,
PARK ACQUISITIONS SUBSIDIARY, INC.
And
PARK COMMUNICATIONS, INC.
<PAGE>
AGREEMENT AND AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN
OF MERGER among PARK ACQUISITIONS, INC., a Delaware
Corporation ("Parent"), PARK ACQUISITIONS SUBSIDIARY,
INC., a Delaware corporation and a wholly owned
subsidiary of Parent ("Sub"), and PARK COMMUNICATIONS,
INC. a Delaware corporation (the "Company"), dated as
of October 25, 1994, Regarding Redemption of the
Company's Convertible Debentures and the Company's Cash
Balance (this "Agreement").
WHEREAS, Parent, Sub and the Company have entered into an
Agreement and Plan of Merger dated as of October 25, 1994 (the "Merger
Agreement"); and
WHEREAS, Parent and Sub had agreed under the Merger Agreement to
pay $30.50 for each share of Park Common Stock ("the "Merger
Consideration") derived by dividing the total dollar consideration to be
paid by Parent of $711,427,000.00 (the "Aggregate Merger Consideration") by
23,325,475, the sum of the number of shares of Park Common Stock issued and
outstanding as of September 30, 1994 and the number of shares of Park
Common Stock into which the Company's then outstanding Convertible
Debentures could be converted at or prior to the time of the Closing; and
WHEREAS, Parent's and Sub's ability to pay the Aggregate Merger
Consideration was based upon the assumption that there would be at least
$138 million of cash available from the accounts of the Company at the time
of Closing, after taking into account the payment of all fees and expenses
incurred by the Company in connection with the transactions contemplated by
the Merger Agreement, and that if this minimum cash amount was available,
$138 million would be distributed to the holders of Park Common Stock at
Closing as part of the Merger Consideration; and
WHEREAS, Parent and Sub had, in their final proposal to acquire
the Company, offered that to the extent the cash balance in the accounts of
the Company at the Closing exceeded $150 million, after payment of all fees
and expenses of the Company incurred in connection with transactions
contemplated by the Merger Agreement, such excess would be distributed to
holders of Park's Common Stock immediately prior to the Closing as
additional Merger Consideration; and
WHEREAS, the Company desires to redeem the Debentures prior to
the Closing in order to cause the conversion or redemption of the
Debentures prior to the Closing and that any redemptions shall reduce the
number of shares of Park's Common Stock which could be issued and
outstanding at the Closing; and
WHEREAS, the parties desire to clarify their intentions regarding
the foregoing matters and to amend the Merger Agreement to the extent
necessary to adequately reflect their mutual understandings in connection
with such matters as they relate to the terms of the Merger Agreement;
NOW, THEREFORE, in consideration of the representations,
warranties, covenants and agreements set forth below, the parties agree as
follows:
SECTION 1. Amendment of Merger Agreement; Terms. To the extent
inconsistent with the provisions of the Merger Agreement, the provisions of
this Agreement shall prevail and the Merger Agreement shall be amended in
accordance with the provisions set forth herein, which provisions shall be
deemed incorporated by reference into the Merger Agreement. All terms used
in this Agreement unless otherwise defined, shall have the meanings
ascribed to them under the Merger Agreement.
SECTION 2. Redemption of Debentures and Merger Consideration.
Parent and Sub hereby consent to the redemption of all of the Debentures
outstanding on a redemption date to be set by the Company, which date shall
be on or before March 1, 1995. The parties agree that, notwithstanding
any term of the Merger Agreement to the contrary, the Merger Consideration
shall be adjusted so that such consideration is determined by dividing the
Aggregate Merger Consideration (as adjusted pursuant to Sections 3 and 4
hereof) by the actual number of shares outstanding immediately prior to the
Closing.
SECTION 3. Cash Balance at Closing. The Company agrees that at
the time of Closing there shall be at least $138 million of cash in its
account at Wachovia Bank of North Carolina, N.A. (the "Primary Bank
Account") available for distribution after payment of all expenses and
costs incurred by the Company in connection with the transactions
contemplated by the Merger Agreement, and, subject to the following proviso
and Section 4 hereof, $138 million shall be distributed at the Closing to
the holders of Park Common Stock as part of the Merger Consideration;
provided, however, to the extent less than $138 million in cash is in the
Primary Bank Account and available for distribution, the amount of cash in
such account shall be distributed to holders of Park Common Stock at the
Closing, and the Aggregate Merger Consideration shall be reduced to take
into account the extent of such shortfall hereof;
SECTION 4. Excess Cash Balance. Amounts of cash in the Primary
Bank Account in excess of $138 million and less than $150 million shall be
retained by the Company for the benefit of Parent and Sub and shall not be
distributed as Merger Consideration. Amounts of cash in the Primary Bank
Account in excess of $150 million and available for distribution after
payment of fees and all expenses incurred in connection with this
transaction by the Company shall increase the Aggregate Merger
Consideration to the extent of such excess amount and shall be distributed
to the holders of Park Common Stock as additional Merger Consideration.
SECTION 5. Representations and Warranties. Each party
represents and warrants: (i) this Agreement has been duly authorized,
executed and delivered by it; (ii) this Agreement constitutes its valid and
binding obligation, enforceable against it in accordance with its terms;
(iii) the execution and delivery of this Agreement by it, and the
performance of its obligations thereunder, will not conflict with, or
result in any breach of any of the terms, conditions, or provisions of, or
constitute a default under, any contract, agreement, or other instrument
known to it to which it is a party or by which either it or its properties
are bound, or violate the laws of the State of New York or the Federal laws
of the United States.
SECTION 6. Notices. All notices, requests, claims, demands and
other communications under this Agreement shall be in writing and shall be
deemed given if delivered personally or sent by overnight courier
(providing proof of delivery) to the parties at the following addresses (or
at such other address for a party as shall be specified by like notice):
(a) if to Parent or Sub, to
Donald R. Tomlin, Jr.
306 Pinehurst Drive
Dothan, Alabama 36303
(205) 712-7400 (telephone)
(205) 712-7447 (facsimile)
Gary B. Knapp, D.B.A.
Knapp Securities, Inc.
333 West Vine Street, #300
Lexington, Kentucky 40507
(606) 281-6595 (telephone)
(606) 254-8639 (facsimile)
with a copy to:
Eckert Seamans Cherin & Mellott
One International Place, 18th Floor
Boston, Massachusetts 02110
Attention: Stephen I. Burr, Esq.
(617) 342-6833 (telephone)
(617) 342-6899 (facsimile)
(b) if to the Company, to
Park Communications, Inc.
Terrace Hill
P.O. Box 550
Ithaca, NY 14850
Attention: Mr. Wright M. Thomas
(607) 272-0054 (facsimile)
(607) 272-9020 (telephone)
with a copy to:
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404
Attention: Jerome B. Libin, Esq.
(202) 637-3593 (facsimile)
(202) 383-0100 (telephone)
SECTION 7. Interpretation. When a reference is made in this
Agreement to a Section, such reference shall be to a Section of this
Agreement unless otherwise indicated. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. Whenever the words
"include", "includes" or "including" are used in this Agreement, they shall
be deemed to be followed by the words "without limitation."
SECTION 8. Counterparts. This Agreement may be executed in one
or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have
been signed by each of the parties and delivered to the other parties.
SECTION 9. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York,
regardless of the laws that might otherwise govern under applicable
principles of conflict of laws thereof.
SECTION 10. Assignment. This Agreement and the rights, interests
and obligations hereunder constitute part of the Merger Agreement and may
not be assigned, except as part of the Merger Agreement. Upon any
permitted assignment of the Merger Agreement, this Agreement and the
rights, interests and obligations hereunder shall automatically be assigned
as a part thereof without any further action by any party and will be
binding upon, inure to the benefit of, and be enforceable by, the parties
and their respective successors and assigns.
SECTION 11. Enforcement. The parties agree that irreparable
damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the parties shall
be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this
Agreement in any court of the United States located in the State of New
York or in any New York state court, this being in addition to any other
remedy to which they are entitled at law or in equity. In addition, each
of the parties hereto (a) consents to submit itself to the personal
jurisdiction of any Federal court located in the State of New York or any
New York state court in the event any dispute arises out of this Agreement
or any of the transactions contemplated by this Agreement, (b) agrees that
it will not attempt to deny or defeat such personal jurisdiction by motion
or other request for leave from any such court and (c) agrees that it will
not bring any action relating to this Agreement or any of the transactions
contemplated by this Agreement in any court other than a Federal or state
court sitting in the State of New York or a New York state court. <PAGE>
IN WITNESS WHEREOF, Parent, Sub and the Company have caused this
Agreement to be signed by their respective officers thereunto duly
authorized, all as of the date first written above.
PARK ACQUISITIONS, INC.
by: /s/ Donald R. Tomlin
Name: Donald R. Tomlin, Jr.
Title: President
by: /s/ Gary B. Knapp
Name: Gary B. Knapp
Title: Chairman of the Board of
Directors,
Vice President &
Treasurer
PARK ACQUISITIONS SUBSIDIARY, INC.
by: /s/ Donald R. Tomlin
Name: Donald R. Tomlin, Jr.
Title: President
by: /s/ Gary B. Knapp
Name: Gary B. Knapp
Title: Chairman of the Board
of Directors,
Vice President &
Treasurer
PARK COMMUNICATIONS, INC.
by: /s/ Wright M. Thomas
Name: Wright M. Thomas
Title: President
<PAGE>
<PAGE>
EXHIBIT 2.2
Reference is made to the Agreement and Plan of Merger among Park
Acquisitions, Inc., Park Acquisitions Subsidiary, Inc. and the Registrant
dated as of October 25, 1994 (the "Merger Agreement") attached as Exhibit
2.0 to the quarterly report on Form 10-Q for the period ended September 30,
1994, filed by the Registrant on November 9, 1994. Pursuant to Item
601(b)(2) of Regulation S-K, the following briefly identifies the contents
of all schedules to the Merger Agreement omitted from that filing and which
are not otherwise disclosed in the Merger Agreement.
1. Subsidiaries
2. Ownership Interests
3. Schedule of Agreements
4. Certain Events
5. Litigation
6. Benefit Plans and Employee Matters
7. Tax Matters
8. FCC Regulatory Matters
9. Environmental
10. Credit Agreements, Notes, Bonds, etc.
11. Title to Properties
12. Intellectual Property
13. Capital Expenditures
14. Executive Benefit Plans and Agreements
15. Noncompetition Agreements
16. FCC Licenses
17. Broadcast Stations
The Registrant hereby agrees to furnish supplementally a copy of
any of the aforementioned omitted schedules to the Commission upon request.
<PAGE>
<PAGE>
EXHIBIT 99.0
NOTICE OF REDEMPTION
Dear Debenture Holder:
You currently are the record holder ("Holder") of 6 7/8% Convertible
Subordinated Debentures due on March 15, 2011 (the "Debentures") of Park
Communications, Inc. (the "Company"). The terms and conditions of the
Debentures provide that the Company may redeem the Debentures, in whole or
in part, upon not less than 30 nor more than 60 days' notice mailed to each
Holder of Debentures to be redeemed at the Holder's address appearing in
the Company's Security Register, on any date on or after March 22, 1988 at
the redemption prices set forth herein.
The Company hereby provides you with notice that, unless converted as
described below, all outstanding Debentures will be redeemed as of the
close of business on February 15, 1995, (the "Redemption Date"). All
outstanding Debentures will become due and payable on the Redemption Date
at the offices of the Corporate Trust Department of Wachovia Bank of North
Carolina, N.A. (the "Trustee") located at 301 N. Church Street, P.O. Box
3001, Winston-Salem, North Carolina 27102-3001.
On February 15, 1995, any Debentures which have not been converted as
described below will be redeemed as follows:
(a) Cash in an amount equal to 101.38% of the principal amount (the
"Redemption Price") will be paid; and
(b) accrued interest (at an annual rate of 6 7/8% of the principal
amount) from September 15, 1994 until February 15, 1995, will be
paid; and
(c) No interest will accrue or be paid after February 15, 1995.
Payment of the Redemption Price will be made only upon presentation and
surrender to the Trustee at its office at the address listed above of
certificates in proper form evidencing Debentures being redeemed.
RIGHT TO CONVERT.
As a Holder of a Debenture, you have the right, at your option, to convert
any portion of the principal amount thereof that is an integral multiple of
$1,000.00 into shares of the Company's common stock ("Company Common
Stock") at any time prior to maturity at the conversion rate of 52.1739
shares of Company Common Stock per $1,000.00 in principal amount of
Debentures (or $19.166671 in principal amount of Debentures converted per
share of Company Common Stock). The right to convert a Debenture called
for redemption will terminate at the close of business on the Redemption
Date for such Debenture and will be lost if not exercised prior to that
time. Under the terms of the Debentures, no payment of interest accrued
from September 15, 1994 will be made upon conversion of any Debenture. No
fractional shares will be issued upon conversion, but, in lieu thereof, the
Company will pay a cash adjustment based upon the closing price of the
Company Common Stock on the business day preceding the day of conversion.
If you wish to convert all or any part of your Debentures, then on or
before the close of business on February 15, 1995, you must surrender the
certificates evidencing those Debentures during normal business hours at
the offices of the Trustee at its address listed above.
If you convert between January 9, 1995, and February 15, 1995, each
Debenture certificate surrendered for conversion must be accompanied by a
properly completed and signed "Conversion Notice" substantially in the form
which appears on the reverse side of each of the certificates.
As promptly as practical following the conversion of a Debenture, a
certificate will be issued evidencing the aggregate number of whole shares
of Company Common Stock resulting from that conversion, together with cash
in lieu of any resulting fraction of a share based upon the closing price
of the Company Common Stock on the business day preceding the day of
conversion.
The last reported sale price of Company Common Stock on the NASDAQ National
Market System on January 6, 1995, was $___ per share. This per share price
may be affected by the outcome of the pending sale of the Company discussed
below. The Company makes no recommendation regarding the conversion of
your Debentures into Company Common Stock. Based on the difference in the
Conversion Price and recent market prices of the Company's outstanding
Company Common Stock, you should consider and, if necessary, consult with
your financial and tax advisors regarding the advisability of such a
conversion.
PENDING SALE OF THE COMPANY.
On October 25, 1994, the Company entered into an Agreement and Plan of
Merger (the "Agreement") to sell the Company to Park Acquisitions, Inc.
("PAI" or the "Acquiror"), a private investment concern headed by investors
Donald R. Tomlin and Dr. Gary B. Knapp, for a total purchase price of
$711,427,000. The sale will be accomplished through a merger of a
subsidiary of PAI into the Company. The purchase price represents a per
share price of approximately $30.50 per share, based upon 23,327,343 shares
outstanding which represents the sum of the number of outstanding shares as
of January 5, 1995, and the shares to be issued upon the conversion of all
of the Company's outstanding Debentures at or prior to closing. A portion
of the purchase price will be paid from the proceeds of a $573.4 million
loan to be made to the Acquiror by The Retirement Systems of Alabama; the
remainder of the purchase price ($138,000,000) will be derived from cash on
the Company's books at closing of the sale of the Company.
The Company is obligated to ensure that it will have a minimum of $138
million cash on its books (after payment of all fees and expenses related
to the transaction) at closing of the sale of the Company; if such amount
is not on the Company's books at closing, the purchase price for the
Company will be reduced by the amount of any shortfall. In the event the
Company has more than $150 million cash on its books at closing (after
payment of all fees and expenses related to the transaction), such excess
amount will be paid to the Company's stockholders; however, the Company
views this possibility as unlikely. In addition, the Company is obligated
to refrain from making dividends, distributions and certain significant
expenditures prior to that date. The Acquiror has indicated its intention
to retain the Company's current management and employees.
The sale of the Company is contingent upon, among other things, approval of
the transaction by the Company's stockholders and approval by the Federal
Communications Commission (the "FCC") of the transfer of control of the
Company and its broadcast licenses to the Acquiror. On November 7, 1994,
the Company and PAI filed with the FCC their respective applications for
approval of the transfer (FCC File Nos. BTCCT-941107KJ, et seq.). To the
Company's knowledge, only one formal and two informal objections to the
transfer of control were made to the FCC by December 22, 1994, the final
date for receipt of such objections. While review by the FCC of these
objections could extend the time related to the grant of FCC consent, the
Company does not believe that any of the objections will result in a denial
of consent to the transfer. The estate of the Company's founder, Roy H.
Park (the "Estate"), which, as of December 31, 1994, owned or controlled
approximately 88.6% of the issued and outstanding Company Common Stock
(assuming conversion into Company Common Stock of the Company's Debentures
held or controlled by the Estate and no conversion of other outstanding
Debentures, other than those already converted as of December 31, 1994),
has agreed to vote in favor of the transaction (and has otherwise given a
proxy to PAI to vote all of the Estate's shares in favor of the merger)
pursuant to the terms of a stockholder's agreement dated October 25, 1994,
among PAI, Park Acquisitions Subsidiary, Inc. and the Estate (the
"Stockholder's Agreement"). The Stockholder's Agreement and proxy
terminate upon termination of the Agreement.
THERE IS NO GUARANTEE THAT THE SALE OF THE COMPANY WILL BE CONSUMMATED.
HOWEVER, THE COMPANY IS REDEEMING YOUR DEBENTURES WHETHER OR NOT THE SALE
IS SUCCESSFULLY COMPLETED.
FOR FURTHER INFORMATION REGARDING THE REDEMPTION OR CONVERSION OF YOUR
DEBENTURES, REFERENCE IS MADE TO THE TERMS AND CONDITIONS OF THE DEBENTURES
CONTAINED ON DEBENTURE CERTIFICATES AND TO THE TERMS AND CONDITIONS
CONTAINED IN THE INDENTURE DATED MARCH 1, 1986 BETWEEN THE COMPANY AND THE
TRUSTEE RELATING TO THE DEBENTURES.
Please contact the Trustee at its Corporate Trust Department at 1-800-633-
4236 if you have questions or need assistance regarding the redemption or
conversion of your Debentures or the delivery of your Debenture
certificates.
Sincerely,
Wright M. Thomas
President
<PAGE>
