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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 26, 1998
(January 12, 1998)
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GRANITE BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-19728 13-3458782
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
767 Third Avenue, 34th Floor
New York, New York 10017
(212) 826-2530
(Address, including zip code, and telephone number, including area code
of registrant's principal executive offices)
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Item 1. Changes in Control of Registrant
Not Applicable
Item 2. Acquisition of Assets
Not Applicable
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountants
Not Applicable
Item 5. Other Events
On January 12, 1998, Granite Broadcasting Corporation ("Granite")
entered into an agreement in principle (the "Agreement") with Freedom
Communications, Inc. ("Freedom"), whereby Freedom will acquire the assets of
WWMT-TV ("WWMT"), the CBS affiliate serving the Grand Rapids-Kalamazoo-Battle
Creek, Michigan television market and WLAJ-TV ("WLAJ"), the ABC affiliate
serving the Lansing, Michigan television market. The total purchase price
for the assets of WWMT and WLAJ will be $170 million in cash.
It is anticipated that proceeds from the sale will be used to fund part
of the purchase price of KOFY-TV, the WB Network affiliated station serving
the San Francisco-Oakland-San Jose, California television market. Granite
acquired all of the assets of WWMT in 1995 for $95,000,000 and has a contract
to acquire all of the assets of WLAJ for $19,400,000. Granite operates WLAJ
pursuant to a time brokerage agreement.
The proposed sale is subject to board approval of both parties,
execution of definitive agreements, approval by the Federal Communications
Commission and other customary closing conditions. The sale is expected to
be completed during the second quarter of 1998.
The terms and conditions of the sale were determined based upon
arm's-length negotiations between Granite and Freedom. No material
relationship exists between Granite and Freedom.
Attached hereto as Exhibit 1 is the press release issued by Granite on
January 13, 1998. The exhibit is hereby incorporated by reference herein.
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Item 6. Resignation of Registrant's Directors
Not Applicable
Item 7. Financial Statements and Exhibits
C. Exhibits.
1. Press Release, dated January 13, 1998.
Item 8. Change in Financial Year
Not Applicable
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.
GRANITE BROADCASTING CORPORATION
Dated: January 26, 1998 By: /s/ LAWRENCE I. WILLS
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Name: Lawrence I. Wills
Its: Vice President - Finance and Controller
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EXHIBIT INDEX
1. Press Release, dated January 13, 1998.
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Exhibit 1
FROM: GRANITE BROADCASTING CORPORATION
Press Contact: W. Don Cornwell
Analyst Contact: Ellen McClain
Tel: 212/826-2530
FOR IMMEDIATE RELEASE
Tuesday, January 13, 1998
GRANITE BROADCASTING CORPORATION ANNOUNCES
AGREEMENT IN PRINCIPLE FOR FREEDOM COMMUNICATIONS,
INC. TO ACQUIRE
WWMT-TV, GRAND RAPIDS-KALAMAZOO-BATTLE CREEK,
MICHIGAN AND WLAJ-TV, LANSING, MICHIGAN
NEW YORK, January 13, 1998 -- Granite Broadcasting Corporation
(GBTVK/GBTVP: NASDAQ) announced today that it has entered into an agreement
in principle with Freedom Communications, Inc. whereby Freedom will acquire
the assets of WWMT-TV, the CBS affiliate serving Grand
Rapids-Kalamazoo-Battle Creek, Michigan and WLAJ-TV, the ABC affiliate
serving Lansing, Michigan for $170,000,000, payable in cash at the closing of
the transaction. It is anticipated that proceeds from the sale will be used
to fund part of the purchase price of KOFY-TV, San Francisco. Granite
acquired WWMT-TV in 1995 for $95,000,000 and has a contract to acquire
WLAJ-TV for $19,400,000. Granite operates WLAJ-TV pursuant to a time
brokerage agreement.
Consummation of the transaction is subject to board approval of both
parties, execution of definitive agreements, approval by the Federal
Communications Commission and other customary closing conditions. The sale
is expected to be completed during the second quarter of 1998.
W. Don Cornwell, Granite's Chairman and Chief Executive Officer, said,
"This is an attractive transaction for both Granite and Freedom. During this
time we have operated these two Michigan properties, Granite has demonstrated
a strong commitment to the communities served, with a particular emphasis on
providing quality news programming. Freedom Communications has a successful
track record of community involvement and local news production. We expect
these stations will continue to prosper under their new ownership."
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Commenting on the announcement, Alan Bell, President of Freedom's
Broadcast Division stated, "Adding these Michigan television properties
continues our program of diversifying and balancing Freedom's holdings and
brings us our fifth CBS and third ABC affiliates."
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Granite Broadcasting Corporation operates eleven television stations in
geographically diverse markets, reaching nearly 8.0% of the nation's
television households. Three stations are affiliated with the NBC Television
Network (NBC), four with the ABC Television Network (ABC), three with the CBS
Television Network (CBS) and one station with the WB Network. The NBC
stations are: KSEE-TV, Fresno-Visalia, California; WEEK-TV,
Peoria-Bloomington, Illinois; and KBJR-TV, Duluth Minnesota and Superior,
Wisconsin. The ABC affiliates are WKBW-TV, Buffalo, New York; KNTV, San Jose
and Monterey-Salinas, California; WPTA-TV, Fort Wayne, Indiana and WLAJ-TV,
Lansing, Michigan, which Granite operates pursuant to a time brokerage
agreement. The CBS affiliates are WWMT-TV, Grand Rapids-Kalamazoo-Battle
Creek, Michigan; WTVH-TV, Syracuse, New York; and KEYE-TV, Austin, Texas.
The WB affiliate is WDWB-TV, Detroit, Michigan. On October 6, 1997, Granite
announced an agreement to acquire KOFY-TV, the WB Network affiliated
television station serving San Francisco-Oakland-San Jose, California, the
nation's fifth largest television market. Granite also owns WEEK-FM in
Eureka, Illinois and operates the radio station in combination with WEEK-TV.
Granite was the 1995 Black Enterprise Company of the Year and is Number 7 on
Black Enterprise Magazine's 1997 Industrial/Service 100 List.
Freedom Communications, Inc. is a diversified media company consisting of
broadcast television stations, newspapers and magazines. The privately owned
company was founded in 1927 and is headquartered in Irvine, California.
Freedom's broadcast television division is comprised of six broadcast
stations: WPEC-TV (CBS), West Palm Beach, FL, WRGB-TV (CBS), Albany, NY, WTVC
(ABC), Chattanooga, TN, WLNE-TV (ABC), Providence, RI. KFDM-TV (CBS),
Beaumont, TX, and KTVL (CBS), Medford, OR. The company's newspaper division
publishes 27 daily newspapers and 35 weekly publications. The newspapers'
combined daily circulation is more than one million subscribers. Freedom's
flagship newspaper is the Santa Ana, CA based Orange County Register with a
circulation of 360,000. Freedom's magazine division has a stable of 22
magazine titles serving readers in the areas of consumer electronics,
international trade and business, fashion and lifestyle and healthcare.
