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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) - August 24, 2000
REGENT COMMUNICATIONS, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-15392 31-1492857
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
50 EAST RIVERCENTER BOULEVARD
SUITE 180
COVINGTON, KENTUCKY 41011
(Address of principal executive offices)
(606) 292-0030
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 24, 2000, pursuant to the terms of an Asset Exchange
Agreement dated as of March 12, 2000, as amended, we acquired from Clear Channel
Broadcasting, Inc., Capstar Radio Operating Company and their related entities
substantially all of the assets of four FM and two AM radio stations in Albany,
New York and three FM and one AM radio stations in Grand Rapids, Michigan in
exchange for substantially all of the assets of our five FM and three AM radio
stations in the Mansfield, Ohio and Victorville, California markets and the
payment by us of $80,465,000 in cash.
<TABLE>
<CAPTION>
Stations Acquired Stations Disposed Of
----------------- --------------------
<S> <C> <C> <C>
Albany, NY............ WQBJ(FM) Victorville, CA......... KZXY(FM)
WQBK(FM) KATJ(FM)
WABT(FM) KIXA(FM)
WGNA(FM) KIXW(AM)
WGNA(AM) KROY(AM)
WTMM(AM)
Grand Rapids, MI...... WLHT(FM) Mansfield, OH....... WYHT(FM)
WGRD(FM) WSWR(FM)
WTRV(FM) WMAN(AM)
WNWZ(AM)
</TABLE>
The sources for the cash portion of the purchase price paid by us were
as follows:
(a) borrowings in the amount of $44,000,000 under our Credit
Agreement with Fleet National Bank, as Administrative Agent
and Issuing Lender, GE Capital Commercial Finance, Inc., as
Syndication Agent, Dresdner Bank AG, New York and Grand Cayman
Branches, as Documentation Agent, and the several lenders
party thereto; and
(b) $36,465,000 of proceeds from our initial public offering of
common stock completed on January 28, 2000 and cash from
operations.
The terms of this transaction were arrived at and agreed upon through
arms' length negotiations between the parties. We intend to continue to use the
assets acquired in a manner consistent with their use prior to their acquisition
by us.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The Company is not filing the financial statements required by
this Item 7(a) with this initial report. The Company intends to file such
financial statements by amendment not later than 60 days after the date that the
initial report on Form 8-K must be filed.
(b) PRO FORMA FINANCIAL INFORMATION.
The Company is not filing the pro forma financial information
required by this Item 7(b) with this initial report. The Company intends to file
such pro forma financial information by amendment not later than 60 days after
the date that the initial report on Form 8-K must be filed.
(c) EXHIBITS.
The Exhibit Index following the signature page hereof constitutes a
list of all Exhibits filed with or incorporated by reference in this Form 8-K.
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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.
REGENT COMMUNICATIONS, INC.
Date: August 29, 2000 By: /s/ Terry S. Jacobs
------------------------
Terry S. Jacobs,
Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
The following exhibits are filed, or incorporated by reference where
indicated, as part of this Current Report on Form 8-K:
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
2(a) Asset Exchange Agreement dated as of March 12, 2000 by and among
Clear Channel Broadcasting, Inc., Clear Channel Broadcasting
Licenses, Inc., Capstar Radio Operating Company, Capstar TX Limited
Partnership, Regent Broadcasting of Victorville, Inc., Regent
Licensee of Victorville, Inc., Regent Broadcasting of Palmdale,
Inc., Regent Licensee of Palmdale, Inc., Regent Broadcasting of
Mansfield, Inc. and Regent Licensee of Mansfield, Inc. (previously
filed as Exhibit 2(g) to the Registrant's Form 10-K for the year
ended December 31, 1999 and is incorporated herein by this
reference)
2(b) First Amendment to Asset Exchange Agreement made on May 31, 2000 by
and among Clear Channel Broadcasting, Inc., Clear Channel
Broadcasting Licenses, Inc., Capstar Radio Operating Company,
Capstar TX Limited Partnership, Regent Broadcasting of Victorville,
Inc., Regent Licensee of Victorville, Inc., Regent Broadcasting of
Palmdale, Inc., Regent Licensee of Palmdale, Inc., Regent
Broadcasting of Mansfield, Inc. and Regent Licensee of Mansfield,
Inc. (previously filed as Exhibit 2(b) to the Registrant's Form 10-Q
for the quarter ended June 30, 2000 and is incorporated herein by
this reference)
2(c) Second Amendment to Asset Exchange Agreement made on June 2, 2000 by
and among Clear Channel Broadcasting, Inc., Clear Channel
Broadcasting Licenses, Inc., Capstar Radio Operating Company,
Capstar TX Limited Partnership, Regent Broadcasting of Victorville,
Inc., Regent Licensee of Victorville, Inc., Regent Broadcasting of
Mansfield, Inc. and Regent Licensee of Mansfield, Inc. (previously
filed as Exhibit 2(c) to the Registrant's Form 10-Q for the quarter
ended June 30, 2000 and is incorporated herein by this reference)
10(a) Letter agreement dated March 12, 2000 from Clear Channel
Communications, Inc. addressed to Regent Broadcasting of
Victorville, Inc., Regent Licensee of Victorville, Inc., Regent
Broadcasting of Palmdale, Inc., Regent Licensee of Palmdale, Inc.,
Regent Broadcasting of Mansfield, Inc. and Regent Licensee of
Mansfield, Inc. (previously filed as Exhibit 10(b) to the
Registrant's Form 10-K for the year ended December 31, 1999 and is
incorporated herein by this reference)
