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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) September 19, 1996
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ALL AMERICAN COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-14333 95-380-3222
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
808 Wilshire Boulevard, Santa Monica, California 90401-1810
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 656-1100
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No Change
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
Attached hereto as an exhibit is a press release, dated September 19,
1996, of All American Communications, Inc., a Delaware corporation. Such
release is incorporated herein by reference.
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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.
ALL AMERICAN COMMUNICATIONS, INC.
Date: September 25, 1996
By: /s/ Paul Westphal
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Paul Westphal
Senior Executive Vice President -- Finance
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
c. EXHIBITS
99. Press Release, dated September 19, 1996
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[JAFFONI & COLLINS INCORPORATED LETTERHEAD]
NEWS ANNOUNCEMENT
CONTACT:
Thomas Bradshaw Joseph N. Jaffoni, David C. Collins
Chief Financial Officer Jaffoni & Collins, Incorporated
310/656-1100 212/505-3015 or [email protected]
FOR IMMEDIATE RELEASE
ALL AMERICAN COMMUNICATIONS ANNOUNCES
STOCK REPURCHASE PROGRAM AND PROPOSED REFINANCING
Santa Monica, CA, (September 19, 1996) -- All American Communications, Inc.
(Nasdaq: AACI and AACIB) announced today that its Board of Directors has
authorized a stock repurchase program under which the Company may repurchase,
commencing immediately and from time to time, up to 1,000,000 shares of its
common stock on the open market or in privately negotiated transactions,
consistent with overall market and financial conditions.
Cash reserves or amounts available under the Company's existing bank facility
will be used to effect the Company's stock repurchase program. This facility
currently permits the use of up to $5 million towards such repurchases without
additional bank consent. Alternatively, the Company may use all or part of such
reserves or amounts to acquire in private transactions a portion of its 6-1/2%
Convertible Subordinated Notes due 2003, which are convertible into voting
common stock.
The Company has outstanding approximately 5.9 million shares of Common Stock,
approximately 5.7 million shares of Class B Common Stock and approximately $46
million principal amount of its 6-1/2% Convertible Subordinated Notes (after
giving effect to notes previously converted or acquired in private
transactions), respectively. The terms of the two classes of common stock are
identical except that the Class B Common Stock is non-voting (other than as
required by law). In addition, the Class B Common Stock converts automatically
to Common Stock upon certain changes of control of the Company.
-more-
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All American Communications, Inc., 9/19/96 page 2
The Company also announced that it intends to pursue a refinancing for
completion prior to the end of the year which, if consummated, will involve an
amended and restated $150 million senior secured revolving credit facility and
an additional $100 million debt financing. The proceeds from the proposed debt
financing are currently intended to be used to purchase or redeem all of All
American's outstanding 6 1/2% Convertible Subordinated Notes and to pay down
indebtedness under the Company's existing bank facility, while simultaneously
providing the Company with additional liquidity for internal growth or
acquisition.
There is no assurance that the foregoing transactions will not be modified or
that they will be consummated.
Notices: This press release does not constitute the offer or sale of any
securities described herein. Any such securities have not been registered under
the Securities Act of 1933, as amended, or any state securities law and may not
be offered or sold in the United States absent registration or an applicable
exemption from such registration requirements. Statements contained in this
press release that are not historical statements (including but not limited to
certain statements concerning the Company's future plans) constitute
forward-looking statements which involve certain risks and uncertainties, which
could cause actual results or actions to differ materially from those discussed
above, including but not limited to risks relating to the possibility that the
Company may abandon or be unable to consummate any of the proposed actions
referred to above, or that such actions may be undertaken on different terms
than those described above, as well as various risks relating to the Company's
business, including those described from time to time in the Company's filings
with the Securities and Exchange Commission.
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[JAFFONI & COLLINS INCORPORATED LOGO]
