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: January 9, 1998
MCCLATCHY NEWSPAPERS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-9824 940666175
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
2100 "Q" STREET, SACRAMENTO, CA 95816
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(Address of principal executive offices) (Zip Code)
(916) 321-1846
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(Registrant's telephone number,
including area code)
Page 1 of 4
Exhibit Index located at page
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Item 5. Other Events.
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In November 1997, McClatchy Newspapers, Inc. (the "Registrant") entered
into an agreement to acquire Cowles Media Company, a Delaware corporation
("Cowles"), publisher of the STAR TRIBUNE, the largest circulating newspaper in
the Twin Cities of Minneapolis/St. Paul, Minnesota, and a newspaper, magazine,
and information services company.
In a press release dated January 9, 1998, attached hereto as Exhibit
99.1, which is incorporated by reference and made a part of this Current Report
on Form 8-K, the Registrant and Cowles announced an agreement to sell the
magazine and book publishing businesses owned by Cowles. The Registrant and
Cowles intend to sell Cowles Business Media, Inc. and Cowles Enthusiast Media,
Inc. to PRIMEDIA, Inc. and intend to sell Cowles Creative Publishing, Inc.
("CCP"), to a management group led by CCP's president. The combined transactions
are valued in excess of $208 million, including the assumption of existing debt
and other liabilities. The sale of these businesses is expected to close in
March 1998, pending regulatory and shareholder approvals for the acquisition of
Cowles by the Registrant.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
99.1 Press Release dated January 9, 1998.
Page 2 of 4
Exhibit Index located at page
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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 hereunto duly authorized.
Dated: January 9, 1998
McClatchy Newspapers, Inc.
By /s/ Karole Morgan-Prager
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Karole Morgan-Prager
General Counsel and Corporate
Secretary
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Exhibit Index located at page
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EXHIBIT INDEX
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Sequentially
Exhibit No. Description Numbered Page
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99.1 Press Release dated January 9, 1998
Page 4 of 4
Exhibit Index located at page
Contact: Elaine Lintecum Frank Parisi
McClatchy Newspapers, Inc. Cowles Media Company
(916) 321-1846 (612) 673-7013
McCLATCHY/COWLES TO SELL
MAGAZINE AND BOOK PUBLISHING BUSINESSES
SACRAMENTO, CA, AND MINNEAPOLIS, MN, January 9, 1998 -- McClatchy
Newspapers, Inc. (NYSE - MNI) and Cowles Media Company (CMC), announced today
agreements to sell the magazine and book publishing businesses currently owned
by Cowles Media. Cowles Business Media, Inc. (CBM) and Cowles Enthusiast Media,
Inc. (CEM) will be sold to PRIMEDIA Inc., and Cowles Creative Publishing, Inc.
(CCP) will be sold to a management group led by Iain Macfarlane, CCP's
president. The combined transactions are valued in excess of $208 million,
including the assumption of existing debt and other liabilities.
CBM, CEM, and CCP were included in a November 14, 1997 agreement for
McClatchy to acquire the stock of Cowles Media Company in a transaction valued
at $1.4 billion. Cowles' principal asset is the STAR TRIBUNE newspaper serving
the Twin Cities of Minneapolis and St. Paul. At the time the merger was
announced, McClatchy indicated its intent to sell Cowles' non-newspaper assets.
The transactions are expected to close in March 1998, pending regulatory
approvals and shareholder approvals for the McClatchy/Cowles merger.
CBM is a publisher of specialized business magazines and information
services and CEM publishes 29 special-interest consumer magazines and related
books and products. CCP is a specialty and custom publisher, distributor and
direct marketer of books, videos and interactive media for the home arts, home
improvements and outdoor markets.
Gary Pruitt, McClatchy's President and Chief Executive Officer said,
"Magazine and book publishing is not part of our core business, so it was always
our intention to sell these non-newspaper assets as soon as possible and focus
on operating the STAR TRIBUNE. We can now close the sale of these assets
simultaneously with the closing of our merger with Cowles and use the proceeds
to immediately reduce debt related to the Cowles transaction." The sum of
after-tax proceeds along with debt and other liabilities assumed by the buyers
is estimated to be approximately $170 million.
"We were pleased to assist and support the McClatchy team in this
related transaction and know that CEM, CBM and CCP each have bright, exciting
futures," said David C. Cox, Cowles Media Company's President and Chief
Executive Officer.
<PAGE>
William F. Reilly, Chairman and CEO of PRIMEDIA Inc. said, "It is rare
that a magazine group becomes available that fits as perfectly as Cowles does
within our magazine group. The Cowles Enthusiast Media Division will be a
freestanding unit of our Specialty Magazines Group, and the Business Media
Division will become a unit of Intertec, our trade and technical magazine
group."
Iain Macfarlane, President of CCP said, "Our management team couldn't be
happier or more excited about our future prospects."
MCCLATCHY NEWSPAPERS, INC., headquartered in Sacramento, California,
currently publishes 10 daily and 13 non-daily newspapers located in western
coastal states and North and South Carolina. The company reported 1996 revenues
of $624 million and had daily circulation of 972,600 and Sunday circulation of
1,175,100. McClatchy's newspapers include, among others, THE SACRAMENTO BEE, THE
NEWS AND OBSERVER (Raleigh, NC), THE FRESNO (CA) BEE, THE NEWS TRIBUNE (Tacoma,
WA) and the ANCHORAGE DAILY NEWS. McClatchy also owns and operates other
media-related businesses, including Nando.net, a national on-line publishing
operation and The Newspaper Network, a national newspaper marketing company.
McClatchy is listed on the New York Stock Exchange under the symbol MNI.
COWLES MEDIA COMPANY is a newspaper, magazine and information services
company headquartered in Minneapolis. Its operating units currently include the
STAR TRIBUNE, serving the cities of Minneapolis and St. Paul; Cowles Enthusiast
Media, Inc., publishers of special interest consumer magazines and related
products; Cowles Business Media, Inc., publishers of magazines, on-line research
products and conferences for the media and marketing services industries and
Cowles Creative Publishing, a specialty and custom publisher, distributor and
direct marketer of books, videos and interactive media for the home arts, home
improvement and outdoor markets.
