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FORM 8-K
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: November 18, 1998
AFFINITY GROUP, INC.
Exact Name of Registrant as Specified in Charter
DELAWARE 0-22852 13-3377709
(State or other jurisdiction (Commission (IRS Employer
of corporation) File Number) Identification No.)
64 Inverness Drive East (303) 792-7284
Englewood, CO 80112 (Registrant's telephone
Address of principal executive offices number incl. area code)
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ITEM 5. OTHER EVENTS
a) Affinity Group, Inc. announced that, on November 18, 1998, notice was
given to redeem its $120 million of 11 1/2% Senior Subordinated Notes
due 2003. The redemption date is December 18, 1998. The notes will
be redeemed at 104.313% of par plus accrued interest to the date of
redemption. The redemption is being funded from proceeds of a new
bank credit facility arranged by the Company. A copy of the Notice
of Redemption is attached as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
Exhibit 99.1 Notice of Redemption of Affinity Group, Inc. 11 1/2% Senior
Subordinated Notes due 2003.
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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 thereunto duly authorized.
AFFINITY GROUP, INC.
Date: November 19, 1998 /s/ MARK J. BOGGESS
Senior Vice President, CFO
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EXHIBIT 99.1
Notice of Redemption of Affinity Group, Inc. 11 1/2% Senior Subordinated Notes
due 2003.
*CUSIP # 00826KAA5
NOTICE OF REDEMPTION
AFFINITY GROUP, INC.
11 1/2% Senior Subordinated Notes due 2003 (the "Notes")
Issued pursuant to an Indenture Dated as of
October 29, 1993, as amended
NOTICE IS HEREBY GIVEN pursuant to the provisions of Section 3.1 of Article
III of the above-mentioned Indenture between Affinity Group, Inc. (the
"Company"), and United States Trust Company of New York, as Trustee (the
"Trustee"), through operation of the optional redemption provision set forth
in Paragraph 5 of the Notes the Company has called for redemption on December
18, 1998 (the "Redemption Date") all of the outstanding principal amount of
Notes at a redemption price of 104.313% plus accrued interest to the
Redemption Date of $20.125 per $1,000 principal amount of Notes (the
"Redemption Price").
Unless the Company defaults in making such redemption payment, on and after
December 18, 1998, interest on the Notes will cease to accrue.
For all purposes of the Indenture, the Notes called for redemption in
accordance with the foregoing will be deemed to be no longer outstanding from
and after December 18, 1998 and all rights with respect thereto, except as
stated herein, will cease as of the close of business on that same date.
On the Redemption Date, the principal amount of the Notes called for
redemption will become due and payable upon presentation of the Notes for
payment as indicated below.
IN ORDER TO RECEIVE THE REDEMPTION PRICE, NOTES CALLED FOR REDEMPTION MUST BE
SURRENDERED FOR PAYMENT AT ONE OF THE FOLLOWING LOCATIONS OF UNITED STATES
TRUST COMPANY OF NEW YORK, THE TRUSTEE AND PAYING AGENT:
By Hand By Mail
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(8:30 AM to 4:30 PM)
United States Trust Company United States Trust Company
of New York of New York
111 Broadway P. O. Box 844
New York, New York 10006 Peter Cooper Station
Attn: Lower Level New York, New York 10276-0844
BY OVERNIGHT COURIER
--------------------
United States Trust Company of New York
770 Broadway
New York, New York 10003
Attn.: Corporate Trust
For Notes presented and surrendered by mail, the use of Registered or Certified
Mail is suggested.
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2.
Questions and requests for assistance may be directed to the Trustee and
Paying Agent at 1 (800) 548-6565.
* No representation is made as to the correctness or accuracy of the CUSIP
number listed in this notice or printed on the Notes.
AFFINITY GROUP, INC.
By: UNITED STATES TRUST COMPANY
OF NEW YORK, Trustee
Dated: November 18, 1998
UNDER THE BACKUP WITHHOLDING PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986
(THE "CODE"), WE WILL BE REQUIRED TO WITHHOLD THIRTY ONE PERCENT (31%) OF ANY
GROSS PAYMENT TO A HOLDER WHO FAILS TO PROVIDE US WITH A CERTIFIED TAXPAYER
IDENTIFICATION NUMBER (EMPLOYER IDENTIFICATION NUMBER OR SOCIAL SECURITY
NUMBER). PLEASE COMPLETE THE ENCLOSED CERTIFICATION (SUBSTITUTE FORM W-9)
(FOREIGN HOLDERS SHOULD COMPLETE FORM W-8) AND ATTACH IT TO THE NOTES BEING
PRESENTED FOR REDEMPTION. IF YOU ARE EXEMPT FROM BACK-UP WITHHOLDING UNDER
THE CODE, PLEASE PROVIDE YOUR TAX IDENTIFICATION AND SO INDICATE IN PART II
OF THE ENCLOSED FORM.
